Ultimate Spider-Future
by MagiHeroChange
Summary: Get ready for some more fantastic adventures as we return to Earth-12041! Even after graduation, a hero's duty never ends. Peter Parker aka Ultimate Spider-Man is ready for what the future might bring, along with the Web Warriors, his old friends, and maybe new allies. This is a project I'm working in with OfficialUSMWriter, and I hope you guys like it!
1. Tales of Spider Past (TV Special)

Sitting in a comfortable chair, Peter Parker looked both happy and in doubt.

"Wow… No matter the angle you look from, it's always surprising how time flies. It's been half a year since we graduated and so much has changed. I don't even know WHERE to start." In front of him, was Agent Phil Coulson: he looked a bit more bald for sure, with grayish hair mixed with his usual brown hair, but his wise friendly expression remained. "Maybe with a welcome back, Coulson."

"Thank you, Peter. It is good to be back in New York, after what seemed like a lifetime mission. After Stan's death, Nick called me at once, but I had a longer delay due to some internal business." Phil reflected. "But now I'm back and I'm more than glad to keep being on S.H.I.E.L.D., even if no longer as a director."

"Everyone will be so glad to see you! A-And I have to introduce you to the Web Warriors and New Warriors you haven't met yet, like Scarlet Spider, Vulture, Echo-"

"Yes, yes, I know them. I was given their archives as soon as I arrived at the Academy. For now, I am more interested in how this last year has been for the Web Warriors. For starters, you."

"And I'm back to the surprise about time. _ -time freeze- _Speaking of which, glad to be back."

* * *

**Episode 1: Tales of Spider Past**

* * *

**PETER PARKER**

**ULTIMATE SPIDER-MAN, TEACHER/PRINCIPAL OF S.H.I.E.L.D. ACADEMY**

"Ascending from student to teacher was harder than I assumed, especially after Nick went missing for such a long time. It was like returning to the early days of Spider-Man, when everything that happened put more and more weight on my back, and the smallest mistake could make it all squish me like a bug. But this bug here always found a way in the end." Peter recalled. "Now Nick's back, the students are making amazing progress and recently, I got a taste of this."

* * *

Spider-Man swung across New York, arriving at S.H.I.E.L.D. Academy and stopping by Stan's statue, giving it a salute.

"Excelsior, Stan." He said. The front door opened and both Scarlet Spider and Agent Venom were waiting for him.

"Late as always, punk."

"Excuse me? It's not even 9:00 AM!"

"You know Cho. He rather have everyone around earlier than sitting around doing nothing." Venom give Spidey a light push, and the three got into the building. After taking the elevator, they arrived at the training room, Iron Spider pacing around with his spider legs.

"Okay, Amadeus, what do you got for us that's so cool you're wanting to show us BEFORE regular schedule training class?" Peter asked, both complaining and out of curiosity.

"Right to the point, Spidey." Amadeus nodded and clapped twice. Two armored figures stepped forward. "First of all, meet the new and improved Rhino and Vulture Armors!" Both Alex O'Hirn and Adrian Toomes lifted their visors.

"Hello, Spider-Man. We finally got these beauties ready for testing." The boy in glasses said with quite excitement it felt unnatural. "Amadeus helped us with perfecting the designs so it could be both comfortable to use and effective in combat."

"My wings are based on Falcon's primary Project Redwing design." Adrian explain, extending his wings. "Smooth landing and fierce attacks are guaranteed, and this armor is strong enough to shelter from heavy impact."

"Okay, that's really impressive. But the question is: does it work?" Spidey asked.

"That, my friend, is what we're gonna find out!" Amadeus said, all three of them ready for battle. Getting the message, Agent Venom and Scarlet Spider were ready to battle. Spider-Man gulped: that wasn't much his way of starting daily business at the Academy.

* * *

**AMADEUS CHO**

**IRON SPIDER, ACADEMY STUDENT AND STARK INDUSTRIES' ADVANCED DESIGN DEPARTMENT CHIEF**

"It's very clear what happened next." Amadeus rolled his eyes, but with a smile. "Spidey got his poor still tired toofus kicked all the way. You can't really expect him to be challenged out of the blue and be fine with it. But Alex and Adrian did amazed us with the results of their training and hard work. Not bad at all for two former bad guys."

* * *

"We started out on the wrong foot, and now Amadeus and I are actually closer than ever." Peter assured. "We cooperate, we study, we enjoy ourselves… heck, we're pretty much a family. And speaking of which, I did found out more about his own family one day..."

* * *

"Amadeus!" Peter stopped by Stark Industries, looking for his friend to join them for patrol. He crawled into the machinery room, where Amadeus once said it was the most relaxing place in the facility. "Hey, Amadeus! We're going on patrol, and might stop by Dr. Strange to-"

Peter halted his description of the Web Warriors plan, seeing him without the Iron Spider Armor, sitting in a corner and holding tightly a piece of paper.

"Are… you okay?" He looked over to the prodigy's face; tears were streaming on his face. He looked up to Peter, wiping his eyes.

"…She's alive." He smiled and looked at the piece of paper describing Madame Curie Cho's status. "My sister Maddy… she's still alive."

"I didn't knew you had a twin… or anything about your family." Peter admitted, thinking for a bit.

"Maybe start reading the S.H.I.E.L.D archives better…" Amadeus chuckled, before sniffling. "But really, I... haven't thought about my family since-"

"Wait, I think I recall something… Excello?"

"Yes… Excello. Pythagoras Dupree." Amadeus flinched as he recalled everything he's been through. "He orchestrated an online competition… It earned me the Seventh Smartest Man in the World title… but also doomed my family. Pythagoras didn't want anyone smarter than him alive, so he-" Amadeus held back the tears coming. God, he hated to remember that: the explosion that destroyed his lair… his parents, and as he once assumed, his twin. Peter held Amadeus's shoulders, looking at his tearful eyes. The prodigy hesitated before hugging his former rival and now closest ally and friend.

"I just never got it… Why would someone so smart get so crazy? What good would do to eliminate everyone smarter than him? My parents have always been there for me and Maddy, and he thought he could just…"

Poor Cho… Prodigy or not, he was still just a kid. Peter held Amadeus close until he stopped sobbing and looked up to him… and saw he was also tearing up.

"W-why are you-"

"I had to." Peter wiped his own tears. "Sometimes, we just have to cry. Doesn't make us less than what we are, you know?"

"I know, it's just a bit embarrassing, that's all." Amadeus nodded. "Crying after so much time your parents died… Tony Stark-"

"Wasn't as connected to his father as I knew. But you were. You knew your parents and sister, you loved them. It's more than fair that you cry because you miss them." Amadeus looked down at Maddy's picture and teared up a bit more, wiping it afterwards. This time, he was smiling.

* * *

**MILES MORALES**

**KID ARACHNID, ACADEMY STUDENT FROM ANOTHER DIMENSION**

"Amadeus isn't the only one who grew into the role of Peter's honorary brother. Even though he still refuses to take the title." Miles noticed. "We spend many days together, and some nights even. Especially considering I still have nightmares about one of the last Spider-Verse adventures we had."

* * *

Peter heard knocking on his window and lift up his head from the pillow. There was Miles.

"I can't sleep. Can I stay here?"

"Uh, okay… I wasn't planning any sleepovers, but I guess you can-" He was saying as he opened the window and Miles came in quickly. Aunt May and Ben opened the room's door.

"I told you someone snuck in." He said, putting his stingers away.

"Something happened, Miles?" May asked as he came down from the roof.

"Well, you guys know that Mom works all night at the hospital by weekends, right?" He explained. "It's embarrassing, but I… I had that nightmare again."

"The one where the me from your dimension…"

"Yes. It was worse this time: you were gone too. Everyone in the Spider-Verse was disappearing and I was left all alone. Last time, it was so close. I thought I overcame it, I-"

"Hey, hey." Peter soothed Miles, helping him settle his sleeping bag on the floor. "It's okay. Everyone's still here, Wolf Spider is gone, your world is protected by your dimension's Gwen."

"I know how it feels when nightmares get worse. My whole life I never had a pleasant dream, just harrowing memories of my tortured days." Ben commented. "The shocks, the hurting, the scars, every step of the way covered in pain and suffering." He went on until May signaled him to stop, seeing this made Miles uncomfortable. "Sorry. I'm not good at comforting."

"I'll say." Peter nodded, and saw Miles chuckle a bit from that icebreaker, before yawning softly.

"Did you at least send her a message?" Aunt May asked.

"Of course," he showed his phone. "She always checks her phone during breaks, so she'll see it sometime."

"Okay. You boys should get some sleep." She said, as she and Ben left to their rooms. "Sleep tight, you two."

The lights went off once more, and Peter closed the window before looking at Miles snuggling in his sleeping bag, holding something he assumed to be a teddy bear. As he took a closer look, he saw the bear wore a Spider-Man suit. As he held back a chuckle, he ruffled Miles' hair and went back to bed.

Kid Arachnid felt a lot more relaxed. He was sure now he'd have better dreams that night.

* * *

"Only by morning did I actually ask Ben what he was doing there. Turns out after his birthday party, Aunt May convinced him to live at their house, and Peter was already calling him big brother!" Miles explained. "And still, for some reason, Ben felt he didn't belong..."

* * *

**BEN REILLY**

**SCARLET SPIDER, ACADEMY TEACHER, HALF-HUMAN SYNTHEZOID**

"After returning to S.H.I.E.L.D. Academy, a part of me still kept repeating that I didn't deserve to be around these people." Ben admitted. "But then again, Peter's compassion is one of the greatest things I witnessed, and my first birthday, sort of, is a good example."

* * *

Ben changed clothes as soon as he got below Aunt May's house. Even though he could web-cross the city, he still liked to use the sewers to venture without calling much attention.

"Surprise!"

As he opened the door, he was greeted with the sound of excitement, and it was startling at the point his stingers almost popped out. There were the Web Warriors and Aunt May, greeting him with a cake and cheerful expressions.

"Oh… um, I really wasn't expecting this…"

"Come on, birthday boy." May pulled him into the house. "You knew it was your special day, and didn't tell us, right?"

"How did you even-"

"Believe it or not, Doc Ock let this slip during a routine check we were doing. Being the truth or not, you deserve a happy day for once." Amadeus pointed out. "Still can't believe the age though."

"No details, punk. My life was pretty messed up already before knowing what I really was. I never had reasons to celebrate anything on my life…" Ben pointed out before Peter cut him off.

"Cut the gloom, Ben. That's in the past, you deserve to be happy, especially when it's your birthday, and your first birthday party!"

"We know you don't like big crowds, so while we're having this family reunion, back at S.H.I.E.L.D. we left all the props and loud music for the students to enjoy." Miles pointed out. "This way, no one is left out."

Ben looked around; a feeling of gratitude built up in his chest, making him smile. Like he said before, he never had reasons to celebrate in his life, but now… he was surrounded by friends and family, and they all worked very hard to give him his first birthday party.

"Why don't you get the present, tiger? We'll take care of the cake." MJ asked, and Peter excitedly ran upstairs. Ben was honestly curious, but also couldn't hold back suspicion. What kind of gift could they give to a double-crosser half-human synthezoid?

His eyes were wide as he saw the gift: it was an electric guitar. An AWESOME electric guitar, with red and black details,

"You have hands that can harm, but they also protect and express. Also, you already act like you don't care about most things." Flash pointed out, jokingly. "The sort of profile a rocker would have."

"Besides, Aunt May heard you singing once when you were helping her clean. Even if you won't do it again, we both agree that you have music in your heart somehow." Peter pointed out as he gave Ben the guitar. He looked at it for a moment, then at him… and hugged Peter tightly.

"This is… the second best gift I ever got." He muttered with a smile. "I live with the first one daily. I have a family… and friends. A life where I can experience happiness. And I can only thank you for this, Peter. You're the best little brother ever." Ben's voice cracked a bit as he held back his moved tears.

"…Dude, this is a happy day. Don't make me cry." Peter also held back his own tears. Aunt May was really happy and proud of both of them. As they wiped their eyes, the other Web Warriors joined over for a selfie. Ben smiled at it for once.

* * *

"It was around the first time I got to see Ben cry." Amadeus said. "I wasn't even sure synthezoids had tears to shed. I truly do want to understand those in general, but… it's quite challenging to get info from an edgy one." He blushed, not wanting to admit he was still afraid.

* * *

"After the party, Aunt May convinced me to move in with her and Pete. I couldn't argue with her, and didn't want to. Also, Peter had already accepted me as his "big brother", even though I am younger than him." Ben looked at the birthday photos.

* * *

"Dude's like, stronger, serious and tougher Spider than Spidey! So what if he's chronologically younger being a synthezoid? He's also part human, and we agreed to put his age around one year older than me." Peter commented.

* * *

"These months were in general filled with tears, promises and interesting stuff going on." Miles recognized. "This included a veeeery awkward encounter with my counterpart from this universe."

* * *

"Okay, first of all, there are halls that lead right to hideouts we didn't know existed." Peter advised as Miles looked for his locker. Good grief: his first day in a new school and Peter was already in "overprotective mode". "S.H.I.E.L.D. has this whole thing hijacked, maybe more than any of the buildings in NYC."

"Also, there's a door on the side of the building that usually gets jammed, so if you're late for school, you can sneak in through there," Harry added, coming up on Miles' other side.

"Don't, I repeat, DON'T sneak past the snacks machine! That thing is part of bully territory!" Flash pointed out.

"Guys, guys! That's just my first day in this other Midtown!" Miles complained.

"Exactly," Peter stressed, "The first day is _ always _the hardest."

"You know, I _ did _go to school in my universe. I know how the system works." Miles assured as he turned at the nearest hallway. "Nothing can really be that surprising."

His spider-sense barely had a moment to go off when another figure hit into him and they both stumbled back. The books loaded in the other person's arms all tumbled onto the floor and they both dropped to pick them up.

Peter gasped loudly, Harry and Flash just looking wide-eyed.

Miles ignored them for the most part, but when he looked up, handing the kid his books, he froze and the book slipped out of his fingers. Did this Midtown install mirrors in its halls? Because either he was looking into a really well hidden mirror, or….

"Sorry about that, I should-" The other boy - an exact copy of Miles - stopped, jaw dropping.

Peter babbled some unintelligible things, trying to process the shock. Harry saw they had to act fast.

"W-we're late for your first class, let's get going!" He pushed Miles far from his counterpart, the four of them rushing to the nearest turn. Peter finally came to after the shock once they were safely away.

"Oh my gosh! I completely forgot there was already a Miles in this world! And now your mom just rolled into Midtown High to complete your studies and you might possibly be in the same class and-"

"Come on, Parker, pull yourself together!" Flash shook him for a moment, trying to stop his freak out. Miles just took the distraction to take a look from the corner of the hallway: the other Miles was heading over to somewhere else.

* * *

"Oh my gosh, I was freaking out hard!" Peter blushed and laughed. "Like, you know how I used to let a small thing slip from my watch now and then as a S.H.I.E.L.D. student? Guess I still didn't learned this lesson completely."

* * *

**EUGENE "FLASH" THOMPSON**

**AGENT VENOM, ACADEMY ALUMNI AND TEACHER**

"That was not the end of the story. At all." Flash guaranteed, Venom eating some chips on a nearby bag. "After we finally left Miles alone for the first day, we decided to research more about the non-spider Miles. Only later did we find out he did that on his own."

* * *

Miles looked at his watch. His dad was supposed to pick him after class. Also, he was still puzzled over the strange boy that looked EXACTLY like him. Then, he heard a "psst!" nearby.

"Huh? Who's there?" He asked, a bit nervous. His father warned him so much about things that could go wrong… Picking up the pepper spray in his backpack, he walked on the noise's direction. To his surprise, Kid Arachnid stood in front of him. "Kid Arachnid? W-what are you doin-"

"Your dad might be somewhat late, so I offered to get ya home." He said. "And since we're going to be together for a while..." He removed his mask, and surprised his counterpart once more.

"I-it's you!"

"Yeah, it's me. But, shhh!" He asked, looking to the sides. He didn't felt his spider-sense ringing, but he was distracted when it did that day, so he thought it was better to be careful. "Okay, my teammates might call soon. We should get going."

* * *

Kid Arachnid swung across the city with Miles holding to him firmly, cheering out loud.

"Man, I've always wanted to do that!" They made a quick stop so Miles could check his GPS. "Okay, Spider-Miles, my home's a block away."

"Mine is here." He pointed to a window. "And there she is." Rio Morales was preparing the dinner table, and felt her phone ring. Miles looked at her in awe.

"Mom…" Miles clutch his hand to his chest, and picked up his family portrait. Kid Arachnid then showed him his cellphone: the same portrait stood there. "So while I lost Mom, Dad raised me on his own..."

"You got it. My dad died during a gang fight. He was just doing his job." "Spider-Miles" pointed out, sighing afterwards. "I had no idea there was a chance I'd meet myself. To be honest, it worries me a lot."

"What about me? How am I going to explain that to dad? Or at school, what will happen when there's two of the same person walking around?"

"Twins excuse?"

"No, few people that know me know I'm a single child." Miles sighed. "I don't know, maybe a distant relative or something?"

"I'm just glad people know me as Kid Arachnid. It solves half the problem." "Spider-Miles" added. "Say… you wanna talk to her?"

"Not yet. I need some time to process what happened… and to come up with a backup story for ya." Miles added. "That reminds me, we should keep going."

"True. We wouldn't leave our dad waiting, no matter which universe he's from." Kid Arachnid took Miles around, swinging with his webs.

* * *

**MARY JANE WATSON**

**SPIDER-WOMAN, ACADEMY STUDENT**

"Tiger's always so worried about things going wrong, leading to him being annoyingly overprotective. Miles did well by taking matters in his own hands like this." Mary Jane pointed out, Carnage resting in her lap in a dog form. "You know who's also openly not afraid to take matters in his own hands?"

* * *

"I wouldn't say I completely let go of my past, there are still some issues that I need to work with. Guess no professional shrink can completely help with the effects of a hurtful past. But there was one moment." Ben recalled, looking at his stinger. "One particular moment these last months that really got me off guard."

* * *

Scarlet Spider never joined routine checks; since there were many villains still free in NYC, there were plenty of cells waiting. Doc Ock was there, being watched by two agents and putting up with Spider-Man's endless chatter.

"I think that's enough, punk. At least for today." He finally said, approaching Spidey.

"Really? I still had a lot of stuff to tell him."

"Weren't you supposed to be on patrol now?" Scarlet recalled and Spider-Man's eyes widened.

"Oh, yeah, with Spider-Woman and Venom! Sorry, gotta go, Ock!" Spidey rushed as quickly as he got into the room.

"…You didn't have to do that, you know." Ock finally said after a short moment of silence.

"He was getting on my nerves too." He admitted. Ock nodded, and looked at Scarlet. "What?"

"I must confess… when you were first created, I wasn't expecting this."

"You being arrested and me finding people that actually appreciate my presence?" Harsh as always, Scarlet Spider pointed out.

"You growing up." Otto's line actually surprised Ben. "I made you and the Spider-Slayers to be lethal weapons against Spider-Man, but independent of how much pain I put you through, and how many brainwashing and torturous incidents you were faced with… You did something no synthezoid was ever able to do. Something only a human could achieve… grow up."

"…Well, you did make me half-human." For this time, Scarlet didn't feel like raging towards his treacherous creator. He just sat quietly and heard what Ock was saying, the agents guarding him watching their conversation for a chance to step in.

"And you're becoming more and more human with time. I heard Connors's latest discoveries about you and your lifespan. Your human genetic is expanding more every day. You're becoming more than I ever imagined you'd be." Ben reflected on Otto's words: he was right. For a short while he was scared he'd die like all synthezoids after some months, but Connors actually calmed him down about that, all thanks to his human genetics. "You were given a name. You chose to oppose me and foil my plans, and created a new path to follow. Synthezoids are meant to replicate humans, but you became your own human." At the end of his reflection, Ock sighed. "Guess that makes a part of me… still proud of creating you."

"Now that's ironic." Ben admitted. "You kept implanting on my mind that I was a monster, but in reality, you were making me your own perfect weapon. And I failed in this, and you're proud of what I am now."

"…It is ironic, Ben Reilly." Ock looked at him as Scarlet stood up. "I might not ever leave this cage, but you're free to make your own choices. And I truly hope you won't make the same mistakes I made."

"…Whatever." Ben said, with initial coldness, but then gently tapping the cell's surface. "Thank you." As he left, he held his hand to his chest, smiling under his mask.

* * *

"Never have I heard positive words from Ock, except from when I did bad things against Spider-Man. I guess it's… It's the first time I actually felt at peace with myself, at least for a moment." Ben held his head down, sniffling a bit. "I'm sorry, I-I need a moment now."

* * *

"I never guessed what Ock told him and he never told anyone, including me." Flash admitted. "I also asked Vee not to mind connect us with his tentacles, yes, he can do this, because hey, it's his private biz."

* * *

"Scarlet really grew a lot during these months. Being half-human really opens a door to many possibilities, according to him." Peter looked at a picture of him and Ben. "He managed to try out many different things, like musical interest, animal caring… and this year, his first crush." He showed his cellphone and slid the screen to reveal photos of Ben playing guitar, petting cats in the animal shelter and finally, a picture of him and Flash.

* * *

"So, you and Scarlet are in a firm commitment?" Coulson asked.

"If by this you mean dating, TOTALLY!" Flash was stoked when commenting on this, Venom purring excitedly. "It's been around the best… hold on." He mumbled and counted in his fingers. "Four! Around the best four months once 8:00 PM arrives."

* * *

"You know when you work with someone, and this someone is really, really annoying?" Ben pointed out. "Then, after you know each other for a longer time, he's not that much of a bother, and you start finding some of his mocking tryouts actually funny, and worrying when he's not giving all he has in training or when he loses his cool after a rescue?" He sighed, tapping his fingers. "Didn't know for sure back then… but I guess that's a way to interpret this thing called ''love''.

* * *

BANG!

Another successful repelling of enemy attack in the training room.

CRASH!

One more LMD down.

SSSH...BOOM! BOOM!

Two missiles to finish the drones. Agent Venom was on a roll. Scarlet observed the destruction from the open door: he wanted to train too, but Flash was on a zone of his own, surprisingly focused.

Since they were assigned as teachers, they used that room more than usual, trying to put any strategies planned to practice. But there was also something else... Ben could not stop looking at the symbiote warrior.

He felt his heartbeat unusually intense, as if in sync with the percussion of the fallen "opponents". Though it wasn't painful as a punch in his chest.

It still rang in his mind the question: how such a simpleton could be so skilled in battle? Maybe something related to his sport background? It'd explain his strong, well-defined muscles-

He snapped out of the trail of thought immediately, feeling his face red. Where did THAT come from?

"Oh, hey." His voice suddenly called him. "How long have you been there?"

"Uh- Well, I-" Scarlet stammered a bit, before fully recomposing himself. "I got here some minutes ago, and you were doing pretty good in your own training, so I really didn't felt like cutting it short."

"Pretty good, huh?" Flash's face appeared from the disassembling symbiote mask. "I still think the drone part could've been better. Might have to check if my rocket launcher can be improved."

"You look good- I mean, catching the drones. But if you want to be sure..." Darn it, again?! Why?

"Are you okay, Ben?"

"...I am. Maybe I'm just tired."

"Only if it's from working yourself to sleep." Flash chuckled. "Well, I'm done for now. Wanna grab a bite?"

"I'm good... not hungry now, but I'll see you guys later for patrol." Once Flash agreed and left, Ben sighed in relief. Just what were those things that happened? Stammering, face red under the mask, blurting out something he thought he'd NEVER say to Flash?!

And now, he couldn't wait for night patrol.

* * *

Ben walked to the medical bay, removing his mask and staring down. Dr. Connors looked over to him, taking his eyes of his current work.

"Hello, Scarlet. Is there something you need help with?"

"Doctor... I think something's wrong with me."

"Hm... any clear symptom you can describe?" He asked, as Ben laid down to be scanned.

"Let's see... lately I felt more anxious than before." Scarlet reflected. "My... "heart" beats faster, my hands sweat and my face feels unusually warm."

"Yes..." Curt took note on the symptoms and saw the scans of Ben's physical body.

"I-It's strange, but these things mostly happen now when I'm on patrol or teaching nearby Agent Venom. Then, when he leaves for the day, I... miss him. It might not be related to any of this, but it's so weird that it-"

Connors's chuckle interrupted Ben's trail of thought. He felt genuinely offended by that unexpected reaction.

"What's so funny?!"

"You really don't know, huh?" The doctor stopped and still smiling, approached Ben.

"Some of these "symptoms" are similar, but are not truly part of a sickness. This last fact you mentioned only makes it clearer now."

"What? What's happening?"

"You're not sick, Ben... You're in love."

There was a short silence before Ben snorted, not from relief or laughter, but in a nervous way.

"No. No, no, no, no, no. T-that's so not true. I-it can't be! Me, Scarlet Spider, a synthezoid, in LOVE with my teammate? T-that's ridiculous, it's impossible, that's-"

"Human." Connors tapped his shoulder gently. "And as we previously stated in your last check-up, your human genetic is expanding. It makes sense in both a scientific and a human manner. Your brain is releasing chemicals like vasopressin, adrenaline, dopamine and oxytocin, which can lead to the symptoms you described: sweaty hands, flushing face, the fact that you're missing him..."

"But I'm-" Ben looked down at himself. "It... it doesn't make sense. I've known Venom... Flash... for quite a while now. Why are these things happening now?"

"You've grown to know him better with time. Coexistence with people can bring other feelings: for instance, living with Peter and May, you're grown attached and caring towards them, for they're your family. With your teammates, you've build up trust and comradery in a way." Connors reflected for a bit. "Maybe working together with Flash has build up the pillars, and now the feelings have started to come out."

"... Makes sense, I guess." Ben looked over to his cellphone's picture. There was a photo of him, Peter and Flash. He looked so happy in it... Ben couldn't hold back a short smile. Then a thought brush it off his face. "But... what do I do now?"

"I believe it's up to you. However as not just a doctor, but as another human being who has experienced these sensations before, I do believe it's best for you to open up to these feelings and to someone about them."

"But I'm... I'm seen as this... tough guy without fears around here. W-what if Peter and May find it strange? What if Flash doesn't feel the same way about me, o-or if the rest of the academy finds out and starts judging me? What if something BAD happens?" Ben's anxiety peaked as the worst scenarios bubbled in his mind.

"Well, what if something GOOD happens?" Curt remained calm and understanding. After a short silence, he proceeded. "Falling in love does not make you less of this tough guy you describe, or having any of the other feelings in fact. I'm sure your family will understand, and I'm positive that it'll be better to not keep your true feelings locked."

Ben looked over again to the picture in his cell phone and sighed. Curt was a doctor and a human. He double knew what he was talking about.

"Okay... thank you, doctor." He said, as he shook his hand and left the medical bay. Connors chuckled gently and shook his head. He was sure everything would be fine for Scarlet.

* * *

Later, after night patrol, Scarlet Spider made his way to Agent Venom's room at the Academy. Before he got in, however, Venom slipped from behind the door and growled and babbled some sounds.

"I don't understand your words, but I know you care for him." He kneeled, petting the symbiote. As he entered the room, Flash was laying down on his bed. He wasn't really asleep, but his arm covered his eyes. And they were tearing up. "I know you rather not have visitors around when you're that upset."

"Really not." He mumbled.

"I just feel I have to know… that family we rescued, and afterwards the father was raging at the girl for something she had no control over. Then-" Ben halted his talk as Flash clenched his fist and wiped his tears. "You have… any relation to them?"

"…More like that whole thing had a relation to MY family." Flash admitted, Venom nodding. "You really don't know, do you?"

"It's one thing to read the archives, but I rather hear things in person." Ben admitted.

"My family hates me." Flash recalled, as he revisited the painful memories of his childhood and teenager days. "Their only child was their punching bag."

_ "My dad was a cop. He was good at what he did. Around the time mom and dad had me, they had enough money to pay the bills, live a good life and pay for everything a boy could have. _

_ Not that it helped much when dad took some bad habits. Just to get me off their backs, they'd give me money to spend or very expensive things to gloat about. I was a big idiot by thinking these things meant love. _

_ Around my second year of high school, Mom and Dad's cash started to run low. They completely lost track of how much they spent or how bad their only son was doing in life. _

_ Then Rhino tried going after me for the first time. He destroyed the only place we could afford to live in. I was homeless. WE were homeless. And that was the beginning of the end for us. _

_ Mom could not take the situation, and just… left. After this, Dad started to blame me for being such an inconsequent idiot, which I got it, but then he started to blame me for-" _

Flash held back his tears and choke up a sob, interrupting his speech for a moment. That was still a touchy subject to tackle.

_ "He blamed me for being weak, for not being perfect, for being born and ruining his marriage and for many other things. Things that I didn't even have any relation to! That was the last straw for me. Last thing I noticed, I was on top of him, threatening him with a monkey wrench." _

_ "I ran away without any second thoughts, sure that I did something worse than just hurting him really badly. The next day, Coulson found me outside the gym, tired of crying and unable to sleep. _

_ Luckily, or unluckily, I didn't even hit Dad; the blood on his face was because I punched his mouth; I grabbed that thing in fear. After I told Coulson everything, he actually was very supportive, offering me to live with him, and making sure that I kept going to school a while after that horrible incident. For the first time, not counting Spidey's help though, I felt someone CARED for me as a person. _

"I lived with him until Venom came into my life. Then, I was redirected to S.H.I.E.L.D. and the New Warriors initiative began. It's too bad he couldn't see the S.H.I.E.L.D academy graduation. I had so much to thank him for… I wanted to be a hero thanks to Spider-Man, but Coulson made me want to be a better person."

Ben nodded in understanding, seeing Venom soothing Flash with his tendrils massaging his shoulders as tears streamed down his face.

"…and your dad?"

"He got a restraining order after Coulson became my legal guardian; also, he was fired from the police department. Serves him right."

"I guess… It still might hurt though."

"Yeah… it's that kind of thing that doesn't go away that easily." Flash rubbed the back of his head. "And its why I was so mad at that man. He can't blame his daughter for something so beyond her control. It's one thing to scold for bullying, not paying attention or other stuff, but this…"

They heard a knock on the door suddenly; Spider-Man obviously caught their talk.

"I know spying is wrong in this case, but I caught Coulson's name in between and just had to know what was going on."

"No need to worry, Spidey. I'm okay now." Agent Venom suited up again. "Thanks, Ben. I needed to get this off my chest."

"Anytime, I guess." Scarlet nodded. As they left Spidey followed them.

"Getting off your chest? What happened there? Was it related to that guy you threatened today?"

"Get lost, will ya?" Ben said as they kept on their way, and Flash chuckled a bit. He sure felt better after talking so much.

* * *

"I'm a big idiot." Flash pointed out. Venom growled at him in worry. "No, really, I am. There was Scarlet, experiencing what was clearly his first crush… and I was the guy he was crushing on all along!"

* * *

"To be fair, I tried to keep this as secretive as possible" Ben looked over at his phone again. "Only two people I decided to trust this to, besides Connors..."

* * *

"I was both honored and unsure that he trusted me with this secret, because I'm not really the best in keeping it down." Peter pointed out, rubbing the back of his head. "So, after a talk with me and Aunt May, he decided to confess his feelings. Things didn't go as planned but as he said, the outcome was positive."

* * *

In an alley, Ben looked at Flash, after almost shouting the three words he wanted to tell him for so long. He was surprised for a moment, silent and standing still... but then he just burst into laughter. The half-human synthezoid was stunned, confused.

"B-but I said... I love you… W-why are you laughing at me?" He muttered. Tears streamed from Flash's laughing face. "W-why are you crying? W-what's going on?!" Ben was panicking inside; did he say something wrong? Was that moment not a good time?

"Man.. I am such an idiot, aren't I?" Flash at last stopped laughing so hysterically, and breathed in and out, wiping his tears.

"N-no, you're not! I-I mean, I call you this many times, b-but you're not!" Ben hesitated in answering; he felt like a bigger idiot, he never stammered like that. "I-I shouldn't have said it, that was stupid, I'm s-"

"N-no, it wasn't stupid!" Flash stopped Ben from apologizing, holding his shoulders. "Feelings aren't stupid! You are not stupid!"

"UGH, I can't process what's going on!" Ben freaked out, holding his blushing red face. "I don't know anything about this!" Flash then moved Ben's hands away gently, to properly look at his face.

"Me neither." He gave him a gentle smile. As they sat down for a moment, they took a short moment of silence to process what happened in the previous minutes.

"Sorry for laughing at that." Flash finally said. "I just… never thought it could happen. Someone… anyone actually having feelings for me."

"I never had these feelings for anyone." Ben admitted. "My whole life."

"Well… how do you feel now?"

"I'm… worried. And nervous. And happy." He reflected on this last listed emotion. "Is it always so confusing?"

"Guess it's part of being human." Flash shrugged. "But you really shouldn't be ashamed of feeling anything."

"I guess…" Ben agreed, then held Flash's hand, hesitating. "…Think I should try again."

"Don't push yourself." Flash said.

"W-why not?" Ben was caught off guard, then chuckled. "Now I feel confused." As they stood up with short laughter, they exchange calm, meaningful stares, still holding hands. "So, what's gonna happen now?"

"…We could go on a date." Flash suggested. "Doesn't have to be fancy and stuff, we could… just hang out."

"That does sound nice." Ben agreed. that sounded like a promising start for their relationship.

* * *

"He actually managed to get us a late-night movie session for our first date. It was the most quiet of all available sessions, and the room was all ours." Ben pointed out. "I have no idea how Eugene did it, but he did it for me, so sweet. Oh, and he made clear only I could call him by his real name."

* * *

"These two were already the best team ever in S.H.I.E.L.D, to be compared to Cloak and Dagger in teamwork efficiency, and in the same way, the best couple!" Miles pointed out. "And even outside their workplace, they'd still hang out and help each other with different stuff..."

* * *

Ben was meddling around Flash's old stuff, especially the things that survived Rhino's invasion in the past. Sure all was rebuilt afterwards, but the scarring memories remained.

"What's that?" He picked up a red and blue suit.

"Nothing!" Flash quickly took it from his hands. "Why do I still keep this thing?"

"Is this your idea of a Spider-Man suit?"

"Scarlet Spider suit. To be fair, I didn't even know there was already a Scarlet Spider existing."

"I wouldn't be so sure of that." Ben pointed out, reflecting on how old he was as a synthezoid. Then, he stumbled over a box filled with pictures. "Oops."

Flash picked one of them: a picture day photo. Boy, did he look cocky, pointing at the camera.

"What's with the lightning bolts?" Ben pointed to his hair on the photo. "I don't recall you with these in your hair."

"I let it grow again. They didn't feel like a remark of how awesome I was anymore. Just a recall of how I used to be." He sighed. "Especially after I found out who Spidey really was. He could've taken revenge anytime he wanted, but instead he chose to help me… To help everyone. I already felt like someone different as Agent Venom, but-"

"It was another push you needed to keep improving your attitude." Ben understood. "I'm still working on mine, but I'm glad Peter is there for me. For us." Flash smiled at him and looked at the picture, touching his hair.

"…Maybe highlights would've been better?" He thought out loud. Venom heard his wish and Ben watched as the symbiote made a lightning bolt form on his side hair. Flash looked over at the mirror: he expected to be sad to see those bolts on his hair, but they were different.

"I think the symbiote wants these to be a reminder of who you are now. But it's just a hunch." Ben pointed out. Venom's small worm form nuzzled Flash's cheek in agreement.

"That's not a bad idea." Flash agreed. "Unlike that suit."

"You mind if I keep this thing? Just in case." Ben picked the "first Scarlet Spider suit" up.

"Suit yourself." Flash said, chuckling afterwards at what he just said. He didn't care much about whatever his Scarlet would do with it. It was time to make new memories with the new memento Venom just gave him.

* * *

"A few months later, Harry threw one of those big parties again. You think he'd learned after the first Venom attack..." Mary Jane said, as Carnage munched on the cookies she had.

* * *

"Patrioteer actually tracked down EVERY SINGLE PERSON from our school days! All the celebs, jocks, cheerleaders, drama club..." Amadeus counted on his fingers. "I wanted to say he was wrong by using S.H.I.E.L.D's catalogue for this, but hey, if Tony Stark left it clear, even a genius needs a break at a party."

* * *

Amadeus took a sip of punch as he watched the Osborn place crowded with people. That was one crowded school reunion.

"Wow, Harry. Hope you don't get in trouble for any damage caused." Peter told his friend.

"Eh, hello? Rich." He pointed out, snorting afterwards. That internal joke was still pretty valid. "Besides, weren't all of us hoping for a school reunion sometime?"

"Yeah, but from the S.H.I.E.L.D. alumni. We can say for sure we know everyone from there, but I don't really recall most of those faces." He said, before a girl bumped over him.

"Oh, look who's here!" A brunette pointed out. "Puny Parker! Not so puny anymore, huh?" Peter was visibly embarrassed by the remark, and because he didn't remember that girl. "Oh, sorry, MJ. Didn't mean to interrupt your date."

"Huh, guess age doesn't reach everyone." She complained, having picked up punch for both her and the boys, watching the girl chuckle as she reunited with another group. "And we're not dating." She muttered the last part.

"Not yet." Harry muttered to himself, clearly having heard her.

Ben was standing in a far away corner, uncomfortable being surrounded by all those people. One tall man approached him, clearing his throat.

"Punch is over there, you know." He replied. Two more joined him, reacting to the roast. "What are you "oooh'ing" about? Can't a guy have some peace around here?"

"You look familiar..." The long-haired man stared closely at him.

"I assure you I never seen your dumb face anywhere."

"I don't know, with glasses or something? A nerdy, puny guy?" He insisted, and Ben felt his patience ending, his wrists aching to pop his stingers out.

"Well, look who never graduated from high school." Flash approached them, his tone leaving it clear to the jocks to step back. "Hey, guys."

"Thank goodness you came. This corner was getting too crowded for me." Ben said, picking one of the punch glasses he was bringing and pulling him away from there by the hand. Flash just left them with a serious glare. "You really hung out with these jerks?"

"I can say for sure now I was in bad company." Flash admitted, watching the jocks muttering among each other. Ben looked at him with assurance, as they made their way out of the party.

"Hey, where are they going?" Harry asked. "Music's still playing."

"No one knows, and we should not bother them." Peter assured. "Oh, this is my jam!" He started headbanging and playing air guitar, Harry joining him without hesitation.

"Oh, air guitar jamming! I'm in!" Miles joined them. MJ couldn't help but to take a picture. Amadeus sneaked out from there.

* * *

"I still feel a little bad for walking out of a cool party." Flash admitted, him and Ben watching the sky from the Bow Bridge at Central Park.

"Yeah, sorry about that. Guess I'm not the party type. Especially with people that don't get a clue." The synthezoid nodded, throwing a pebble down at the lake.

"Heh. Look at me, a former jock and bully, hanging out with lots of friends, my hero's my teamie and I have the coolest boyfriend ever." The blonde looked down at his reflection. "If someone ever told me I'd get to be so lucky in the past, I never would have believed it."

"Yeah, lucky you." Ben pointed out. "I could use some of this in my life."

"I think you do. You have a lair, a cool brother, a team… and me. Right?" Flash reminded, hesitating a bit in the last part.

"Right." Ben realized how dumb the last thing he said sounded now. He WAS lucky. There was a moment of peace and quiet before they took a step closer.

Ben didn't fight back; he felt nervous, but it felt… right. There, under the starry sky, his teammate, his ally, his former enemy Flash Thompson was touching his face, their foreheads touching…

Amadeus watched from afar, hiding stealthily and silently gasped at Ben and Flash's next action; inside his mask, he was smiling widely with curiosity and excitement. Ben and Flash just had their first kiss.

* * *

"The one moment that made that night worth it." Flash dazed by remembering, Venom purring in agreement.

* * *

"Next day, I got really angry at Amadeus, because he actually took a picture and sent it to everyone." Ben recalled, covering his face with his hand. "EVERYONE in the Academy was cheering and clapping in excitement for Scarvenom! Though the ship name does have some appeal, this Shipper Squad thing had gone too far."

* * *

"The Shipper Squad, patent pending, never rests or stop bothering the hottest couples in the Academy." Peter admitted, a bit annoyed. "At least they don't spread the truth like tabloids. Not anymore after that night."

* * *

"We got the memo from Ben, especially after the extra pile of training we had: we wouldn't mess with him and Flash no more." Miles admitted, rubbing his neck. "But hey, we're two teamies without anything much in common, we had to find a hobby we could share."

* * *

"Truth be told, the Shipper Squad was something that made our friendship stronger. We actually started hanging out more and discovered lots of cool stuff about each other." Amadeus tinkered with one of his devices. "Last month I even offered him and his mom a ride."

* * *

Miles crossed the street with his mother, helping her carry the groceries. A loud landing sound called their attention as people looked over to see the Spider-Jet, all polished and glowing. The cockpit opened to reveal Iron Spider, and the crowd cheered in excitement and awe.

"The Spider-Jet is awesome, I know." Amadeus greeted as he climbed down. Miles rolled his eyes with a smile; what a show-off.

"He couldn't have picked a worse time to show that he fixed the jet after the last mission." He thought afterwards, looking at his mother. "We still have a lot of cleaning up to do back home." He then crawled his way under the crowd (the perks of being the smallest of the group), and as his Spider-sense rang, he looked down to see Miles winking at him.

"You need help there, buddy?" He quickly said, acting out as if Miles was just another civilian.

"Uh… Yeah, it's not really a mission or anything, but my mom and I are in a big hurry to get home and-"

"Can I walk you there? Or better saying, fly you there?" Amadeus nodded. "You're a fighter, getting through the crowd like this for your mom's sake. And I like that. Hop on, you two."

As Miles and Rio got on the jet, the crowd applauded and walked back for the Spider-Jet to take flight. As they reached a certain height, Miles sighed in relief.

"Sorry for that, Amadeus."

"No biggie. Shouldn't have gotten in your way to begin with. I was just so excited to show the improvements!"

"You can show those during the next mission. For now, why not join us for lunch?" Rio invited.

"Wow… Thanks, Mrs. Morales." Iron Spider smiled at her; soon they were at the Morales' apartment, the Spider-Jet in stealth mode on the building rooftop.

* * *

"I thought for a while that Amadeus really liked Mom, and it makes sense, because he lost almost all of his family." Miles looked at a picture of him and Amadeus. "With us and with the Web Warriors, he feels he has one again. I'll make sure this is never forgotten."

* * *

"There were times where I didn't know how to properly interact with people, and I still struggle with knowing when I might've crossed a line." Ben admitted, rubbing the back of his head. "With the team, my biggest obstacle was interacting properly with Amadeus. Though not just me, we all know… he's still just a kid."

* * *

"I just don't get what exactly I did wrong this time! In one minute we're actually making good progress in team relationship, and then Cho just lashes out at me!" Scarlet was venting for a long time on the training room. That place was his safe haven in the Triskelion, where he could punch anything he wanted without consequences.

"Not that I don't buy it, but that really doesn't sound like him." Miles pointed out, picking up the L.M.D. pieces on the ground. "What exactly happened while you were training?"

"We were theorizing many possibilities on how this town could go to shambles. Earthquakes, alien invasions, intergalactic shapeshifters, programmed chain reaction explosions..."

"Whoa, hold it!" Kid Arachnid asked him to stop. "First, you really take into account these possibilities?"

"With so many heroes, it wouldn't honestly be surprising if this was NYC's daily threatening by supervillains."

"Okay... second. You really don't know, do you?"

"Know what?! What did I do?!" Scarlet sounded both angry and nervous.

"Oh, right... he never told anyone but Peter and later me." Miles recalled. "But... you never checked his profile in the S.H.I.E.L.D. archives?"

"Never! Most of them are private, and I rather hear it from the person itself. Even if they lie about it, it just feel better to hear them-" Scarlet then stopped to process the conversation for a moment. "You... interrupted me when I mentioned the explosion thing, right?"

"Yeah... I can't really tell you, I promised him. But... guess like secret identities, we can't keep a secret forever." He was prepared to confess everything, until Cho entered the room in his Iron Spider suit.

"Cho... Amadeus, I'm... sorry." Scarlet did wanted to know what happened to him, but not through pushing him. At least not his teammate who he's been trying to properly communicate with and failed so many times.

"It's... it's okay."

"No. It's not... even though I don't get it all, I know I hurt you."

"... no, you didn't. I was hurting already." This last phrase made them both look over to him.

"Do you want to-" Scarlet wanted to understand, but... god, why is communicating without looking like pushing someone is so hard to him?! "N-nevermind. Just... either way, I'm sorry."

A short moment of silence was finished by Amadeus unsuiting and showing him a picture. It was a sole picture of his parents with him and his sister as babies.

No more was needed to say as Scarlet put the pieces together. Just the three sitting in a quiet corner in silence, Cho laying down in Ben's lap and Miles patting his shoulder.

* * *

"I think they've grown to respect each other enough. Cho's still a bit weary of Ben's… temper, but otherwise they do get along better." Peter commented, thinking about something.

"Good to know." Coulson nodded. "I must give you credit, Peter. Your team relationship has grown better in general, being with you or your teammates."

"Certainly an improvement on the first team' situation. Back when I worked with them, had to learn to be a leader and to actually listen to them..." Peter laughed, but also sighed as he recalled. "I could justify it with me having to grow up, but I was a huge jerk back then."

* * *

"Can you believe he seeked his former First Team to talk?" Miles pointed out. "Not Iron Fist though, he's doing king stuff back at K'un Lun. White Tiger and Power Man were pretty chill about all Peter recognized as being a jerk, and actually found it a bit funny how he was remorsing that for so long. Nova, on the other hand..."

* * *

"Was LAUGHING hard!" Peter explained, ecstatic and relieved. "He gave me like the coldest shoulder during the whole talk, and then blurted out in my face it was all a joke. I got really mad, but after that, we just sat down and talked."

* * *

"So yeah, that's what happened in Andromeda." Sam was saying with a big proud smile, sipping down on his soda. "Drax and I barely made out in one piece."

"Wow..." Peter seemed out of his usual self; apparently he didn't even that many sips.

"Were you listening? At all?"

"I was, really... I just can't believe I never did!" Peter admitted. "All the time we worked together, I took you as a jokester and you were trying to be my friend and interact with me and-"

"Oh... bomb drop, huh?" Sam got it at once.

"Yeah, bomb drop." Spidey looked down. "I never even apologized for that. EVER." Peter mused for a moment, reflecting over his past interactions with Nova during the time they were part of the same team. "You know, this might be the most honest we've been with each other for so long. I'm really glad you were willing to tell me about your adventures even after everything."

"Well, to be fair, I didn't make it easy either. I know many times I played the teaser more than once, but you see, I never had many friends before I was in the Academy." the space hero rubbed the back of his head. "Guess it was good you noticed that now… I would never believe you then."

"Even so, I WAS a huge jerk to you. I really thought it was just fun and games when we teased each other, when actually, I was making your already hard life worse. Glad I was no Flash Thompson on you, but-"

"Before you, I already felt bad. I was worried about finding Dad, caring about my family and hanging out with the Guardians."

"Well, for once I'm not making you feel bad then. You're very talented, you're funny and possibly have more exciting adventures than anyone, because you get to space travel so much. You know how to cook, your smile is just adorable, you-"

"Wait, what?"

"Yes, your smile is great. I missed it very much… and I missed you, Sam." Peter said, no shame in his face. "You were a great friend, better than me, and an even awesomer teammate… You're amazing."

"W-well, don't get all sappy." Sam punched Spidey's shoulder, painlessly.

"I missed you, Bucket Head."

"Missed you too, Web-Face." They toasted again and kept sipping on their drinks.

* * *

"I wasn't looking forward initially to be a hero, but living with the Web Warriors and my symbiote changed this perspective." Mary Jane twirled one of Carnage's small tendrils. "I still ache for a journalism opportunity though, and Carnage is actually very supportive of my choices, and my well-being."

* * *

Mary Jane's study routine was essential to her since high school, and boy, was she glad to keep it going even as Spider-Woman. She reflected once more on her reporter dreams, thinking about how after S.H.I.E.L.D. Academy she'd enter college, as she started dozing off in her dormitory bed, her eyelids exhausted from reading about media influence.

Carnage moved her books out of the way, and hummed a random melody; his host needed to rest, because tomorrow they would have a hard day of spy technique practice.

An ear-splitting sound snapped Carny out of lullaby mode. Explosions. Extra classes supervised by Scarlet Spider.

Another sound from the top bed. Snoring. Really, Gravity? Couldn't you wait till night? MJ spent the night awake with the Web Warriors in patrol, so she had a good reason to be too tired for her routine, but HIM? He should be in class with Agent Venom now!

More noise nearby: someone turned on the news on a portable radio there. Then, another radio rang with J..Jonah Jameson's nagging. Carnage was visibly angry at how much noise that dormitory had that day. For Pete's sake, MJ needed some shut eye NOW!

"Hey, everyone! Agent Venom is waiting for-" Speaking of Pete, there was Spidey entering the dormitory to call the others for class. Carny just stretched in his direction and growled at him, moving his face towards MJ's bed with a tendril. The message was clear. SILENCE, MY HOST NEEDS TO SLEEP.

"Late night missions aren't much her thing now, huh?" Peter whispered, recalling how Spider-Woman seemed unfocused as day approached. Then, he looked at the books on the floor: always a bookworm, especially about media. "She's way ahead on training due to all the extracurricular stuff she did with you anyway."

As Carnage puddled himself on Mary Jane's arms like a fluffy pillow, Peter turned on the sound-proof shield nearby their beds. It was a new feature they wanted to try anyway.

As he left with the rest of the students, Carnage growled of satisfaction and MJ flinched a bit before waking up slowly.

"Carny? W-wha- I was sleeping. What happened?" No comments were needed, just a loud sigh from the symbiote.

Peter passed by Flash in the hallway; he was just sitting around, scratching Venom all over his blobby form. The symbiote growled happily and noisily. He remembered they did this since the student days; rather goofy, but undeniably adorable.

"He still likes that, huh?" He finally said, chuckling.

"How couldn't I keep doing that? Be honest: this face. Who wouldn't want to tickle this face?!" He moved the symbiote towards Peter's face. Boy, he still felt a bit nervous about him, but he couldn't really say it out loud to its host.

"If you say so…" He muttered, getting a raspberry from Venom.

"It makes him happy, makes me happy, why not do it at once?" Flash said, as Venom moved his hand back, begging for more. "Alright, buddy, you asked for it!" That tickle session proceeded, and Venom was seemingly laughing between growls. Flash didn't hold back his laughter as well. "How's that one for size, huh?"

* * *

"Their relationship is very sweet; the sort of one that is made of both commitment, respect and kindness." Peter admitted. "And I'm talking of both Flash and Venom, and MJ and Carnage. Made me think lots of times about past incidents with symbiotes..."

* * *

"I have to admit, I didn't really hold a grudge against Peter for his past attitude towards Venom, that first version WAS messed up." Flash admitted, feeding his symbiote some chips. "But we all know that he will go to every possible length to make things right…"

* * *

Venom was scribbling down at some paper sheets. He really wanted to write legible things, and used all his tendrils to achieve this goal. Flash came out of the shower to see all the writing tryouts on the floor.

"And I thought my room in my old house was a mess." He said, as he put on his clean clothes, his towel hanging near his bed. "What's with all the scribbling?"

The black blobby mass didn't answer, but its droopy wormy face looked down at the writing. Outside, Mary Jane photographed Carnage doing some impressions. Peter passed by with a curious stare, and the symbiote pounced at him in dog form. MJ laughed hard as Carnage licked his face non-stop, and even Peter couldn't hold back his laughter.

Flash then looked at the drawings he picked up: all of them had Carny being amazing and doing all sorts of great tricks. Maybe Venom felt both left out and outdated compared to his "younger sibling"…

Venom's satisfied growl called his attention and he pounced at Flash's arms, pointing out with his tendrils to outside, while carrying a paper sheet. As they walked out of the room to meet Peter and MJ, Venom looked at Peter and showed him the paper: "What do you really think of me?"

"Whoa…" It was all Peter could say before there was a moment of silence. Venom looked over to Carnage and MJ looked at both symbiotes. As Peter placed Dog Carnage down on the floor, he took a deep breath and smiled at Venom.

"First of all, that is very impressive. I knew Carnage could talk, but your writing is good." He started.

"True. Carnage's calligraphy isn't the greatest." MJ agreed, and Carnage tapped one of Vee's tendrils.

"Second, I guess I do owe you an explanation." Peter sheepishly admitted. "MJ and I have been working on symbiote interaction lately. We wanted to ask Flash to join us, but both you and him were busy with training and classes."

"Pete, really…" Flash stared at him.

"Okay, I was getting there." Peter asked him to wait. "This interaction thing is also important to me, because… I want to stop being so rude about you guys. Both you and Carnage formed great, healthy bonds with your hosts, while all I did was treat you like parasites when I first noticed. My bad experiences can't be an excuse for this behavior anymore; I want to move forward, like you did." Venom looked up to Peter, his wormy face no longer that droopy. "You were made from my DNA to be dangerous fiends, but you found perfect hosts and became awesome heroes. You're not parasites… you're our friends."

Flash couldn't hold back a tear; this was more than a good sign for Venom, it was a sincere apology from Spider-Man. Venom's eyes got fried-egg shaped, like a tearing up chibi.

"So what do I think about you? I think you're really lucky to have found a host that loves you, and I'm happy that we're all friends." Peter concluded, with Mary Jane smiling at Carnage. Venom pounced at Peter, purring and growling loudly, which for Flash sounded like happy crying.

"Okay, that's… the nicest thing you guys ever did. But you really should've asked us to join. We're never busy for friends." Flash pointed out, picking up Venom and gently hugging him as he formed his suit.

"In this case, next saturday we're going to the park for next symbiote interaction training." MJ invited properly, while Carnage assembled her Spider-Woman suit.

"We'll be there. Right, buddy?" Flash looked at Venom's wormy face and he nodded with a happy smile.

* * *

"Couldn't be more proud of him for taking this step." MJ nodded. "It'd be better for everyone: for tiger, for us hosts and our symbiotes, and also for the academy. He really grew into a great leader and hero." She blushed a bit after the last quote.

* * *

"These forms they take of pets are just the cutest things, right?!" Flash said as he pampered Venom with finger tickles. "Oh, yes, you are just the cutest goo kitty ever! Yes, you are!" He cooed, as Cat Venom nommed on his finger.

* * *

Mary Jane and Flash were seeing Dr. Connors in the medical bay. As they passed their symbiotes to a couple of recipients, Curt showed them the research he worked on for the past weeks.

"You know I do trust you, doc. But considering what other people tried doing with Venom, I have to know what's going on." He quickly looked to MJ, fearing to have insulted her in some way. She however waved gently, assuring it was okay.

"I have the best of intentions with your symbiotes. In fact, this next experiment can possibly enhance their shapeshifting ability and their endurance. Flash is familiar with the so-called "worm face" Venom brings out now and then, right?"

"Yes, it's adorable. It made me company some nights when I felt lonely." Flash admitted.

"Carnage can do this as well. He just prefer not to... Not sure why, although I have a couple of theories." MJ said, recalling her training with Connors.

"The most probable one is due to the known bad use of the symbiote's abilities for destructive reasons. But I don't think he's really the type that cares about the people's opinions."

"By people, you mean Peter?" Flash asked. "Or Harry? Norman Osborn?"

"Don't make things worse." She replied, seeing Carnage in his recipient getting agitated.

"Now, now." Connors calmed them down. "As I stated, the enhancement of shapeshifting and endurance can be beneficial and open other possibilities in battle and casual life. In other words, if it works, Venom and Carnage will be able to keep theirs bonds to you two, even if not physically connected."

"Okay, that does sounds interesting." The redhead smiled.

"And fun! You mean Venom and I can walk side by side?!" The blonde was excited. "He'd be like a walking and talking shadow, or an extra teammate to train?"

"Whoa, hold your horses, biceps for brains." MJ teased. Flash looked at her with a surprised and confused face. "Sorry, had to prove a point to Miles or he wouldn't stop badgering me."

"But she does have a point. This experiment is still on early development. This first phase must bring good results first." Curt assured, as the machines finished injecting chemicals into the recipients and twirling the reacting tendrils. "Okay, it could take a short moment to work, so please remain here." He assured Flash and MJ as their symbiotes joined them again.

"Whoa... Vee, you feel a lot lighter." Agent Venom said. "Are you feeling alright, buddy?" The wormy face moved to the side and nodded. "So how should we..."

"Maybe we should try the shapeshift upgrade with something simple... Like a pet form." Connors suggested.

"Pet, huh? I did always wanted a dog." Spider-Woman said, revisiting a memory of her childhood. "And Carnage does bark a lot to other dogs when we go out."

"So does Venom..." Flash recalled, a bit embarrassed. "Well, actually he hiss like a cat. And I do like kittens."

Once their hosts stopped musing over the subject, the symbiotes started to undo their suits, and standing in front of their hosts, they change their aspects according to the images they saw on their minds. All the moments their bond remained strong and resilient, and in a few minutes, a cute, small red and black dog with white eyes and a black cat stood in front of them.

"Mrr-meow."

"Rrg-raw! Ba-waw!"

Flash squealed within, his fists shaking excitedly. Venom looked so cute! Mary Jane quickly reached for her phone to take a picture of both symbi-pets.

"Okay, this worked. We might need a few more tests, but I see some good progress and acceptance of the changes." Connors analyzed the situation. Carnage started to get agitated as MJ scratched his ears, and soon started to run all over the medical bay. Venom just kept on Flash's arms, taking the soft caressing his host gave him.

"Sorry, sorry for that! SORRY!" Mary Jane looked at her hyperactive symbiote dog, trying to find a good spot to start running after him.

Curt sighed at the mess Carnage was causing. But maybe this could also be relevant and interesting to analyze during the following phases of this experiment.

Also, he couldn't really be angry with such cute faces.

* * *

"Forgiveness and compassion are two of Peter's greatest qualities, as both Peter Parker and Spider-Man." Ben pondered. "But just like anyone else, he has people he'll never forgive or want to understand… I'm glad to not be one of them."

* * *

"And that's that. You're all sharing the same cell again, Wrecking Crew. An unbreakable cell." Patrioteer pointed out, as the Wrecker glared at them from captivity. His team was helping Once all the cops and S.H.I.E.L.D. agents were out, Alex hopped out of his Rhino armour with a regretful stare: while fighting Bulldozer, he gave in to his aggressive impulse and had to be held back after punching him enough. He despised being so prompt to anger.

"Nice going, guys." Spider-Woman said. "And Alex, it's not your fault. He pushed you too far."

"But I said- I SWORE you guys I was working on it-"

"So you couldn't? You'll do better next time." Adrian stopped him at once. "Alex, we've been through this. You don't change or heal immediately. You have to be patient with yourself too."

"I know, I know. It's just that everytime I mess up like this..." Alex sat down with a groan, the team sitting around him. "Why is it so hard to forgive yourself, when Spider-Man forgave me so easily?"

"No, I didn't." Spidey himself cut their chat, leaping towards the team and joining the conversation. "It was very gradual. There were many times you relapsed, just like Sandman. I was glad to reach you in any way when you were acting bad again, but in order to forgive you, you also had to do your part by wanting and doing better. And believe me, you ARE a lot better now and I can say I forgave you." Alex smiled at him, more relaxed.

"Well, I know someone Peter will never forgive." Harry pointed out, seizing the subject.

"Ock?" Vulture asked.

"He's one of them." Spidey agreed. "Did I helped them even after everything he did? Yes. But did I forgave him for all the stuff he did to everyone he harmed? Rhino, Vulture, Norman Osborn, my clone brother, my family? Of course not. I'm willing to give people a chance to be better, even him, but that doesn't mean I'll forget and forgive everything as it never happened. Neither me, nor Scarlet. Ock is where he should be now, paying for his crimes."

"I was gonna say my dad." Harry admitted.

"In his case, I'm getting there." He explained. "He harmed lots of people in business and real life, he neglected and maybe verbally abused you..." Spidey look at Harry, to which he nodded. "But when he was cured from being the Goblin the first time, he did wanted to change and be better, mostly for you. After he lost his memories, and during his recovery, he vaccinated himself to prevent that from happen."

"Well, OsCorp lost many of the employees that could never forgive him."

"And they might never do it. It's fair." Spider-Man nodded. "But me? I do believe him. I'm more than sure he can and is changing for the better, not just for Harry, but for himself as well, and the sake of the city. And maybe with time people will forgive him. I'm getting there, Harry. Not yet, but someday I'll completely forgive him."

"And what about Scarlet? After what he did?"

"He earned his forgiveness. Back when he betrayed us, I was shaken and disappointed. Of course, he saved me and Aunt May in the end, and I wanted to find him. But not because I forgave him at once, but I was willing to give him a chance again. I saw that he did realize his mistakes. And I'm glad I did when we met him again during the Spider-Slayers situation. i had more proof that he regretted the things he did, and after finding his true origins, I was not just willing to trust again, but to forgive him and help him forgive himself."

"He is still working on it though. It is always harder to forgive yourself for anyone, and Peter is a prime example of that." Spider-Woman explained, looking at Spidey, who widened his eyes, but nodded.

"Truth. I have some work of my own. We all do." He patted Alex's shoulder.

"Okay... but who's the other person you'll never forgive?" He asked. To that, Peter mused for a moment.

"The guy that took HIM away." While the others looked at each other, unsure of who he was talking about, Harry and MJ looked at each other, knowing what he meant. Peter was justified for that decision.

* * *

"It appears you all have progressed admirably, and I am satisfied to hear such great stories." Coulson admitted. "But what do you expect from your future now?"

"No expectations, really. Only to keep living my best life and hoping for the best for all of us." Peter pointed out. "I mean, surely there will be lots of challenges out there, and a hero's duty is never truly finished, but it's best to go ahead and face what's coming than pretend it doesn't exist or affects us. And the best part of all this? You feel stronger with every step you take."

Along with these musings, Peter made his way outside, meeting with his team for another patrol. He also reflected on all the missions accomplished: the defeat of the Green Goblin, the training with his first team, friends, enemies, secrets revealed and grand adventures he lived.

"Uncle Ben's motto still lives in my daily life, and I am still proud to honor him as Spider-Man. And seeing all the people I inspired, and all the friends I made, I can be positive the future will be great."

As Spidey and the others swung away from S.H.I.E.L.D. Academy, Coulson observed them leaving. His talk with the Web Warriors was over and he felt happy to have caught up with Spidey after so long.


	2. Watson's ChoiceRekindled Spirit

Across the streets of New York, Shriek crossed the streets destroying all cars in sight, making her way towards the biggest screen in town, while everyone around ran for their lives.

"I for one am sick of troublemakers in colorful suits, no matter which names they might have, especially Spider-M-" J. Jonah Jameson's usual hate speech was cut short by the villain's sonic blasts breaking the screen.

"Couldn't agree more with ya, old man, but your voice is just a pain." She commented with a huff.

"Look who's talking." Another female voice called her attention, followed by a direct punch in the face from Spider-Woman. "The loud mouth herself."

"Seriously?" Shriek rubbed her face.

"Yeah, I'm not as creative for puns. Not that it matters, because you're going down." She threatened.

"I am not losing to a fangirl like you!" Shriek responded, using her sonic scream afterwards. Spider-Woman had to jump back, for the sake of her sound-sensitive symbiote. Carnage growled within MJ's mind.

"Don't worry, buddy, as far as I know she's a one-trick-pony." Mary Jane assured the symbiote, and looked around for an idea. Then, a blonde girl was seen crossing the street with headphones. "Hey, watch out! You're in a dangerous zone right now! Hey!"

It was no use: the music was so high she could not listen to Spider-Woman… but she did felt the web pulling her away from Shriek's sonic blasts.

"Mind if I borrow these for a moment?" She asked the girl, who nodded before running to safety. With a quick flip, she put the headphones on and ran into her foe's direction, with her arms turning to spikes.

"Ha! This will not protect you forever, Spider-fangirl!" Shriek laughed it off, launching another sonic scream at her. Mary Jane skillfully used the song's beat to dodge the attacks. She spinned around with one of her arms like a break dancer, kicking the villain's chest and leaped forward to attack, only to be blocked by shields. However, one of Carnage's spikes broke through it.

"It's Spider-Woman, Shriek. And you got served." MJ said, her hand reappearing through the shield's hole and throwing her against the nearest wall, leaving her trapped with webbing all around. Spider-Woman then looked at the crowd cheering for her, especially girls like the blonde from before.

* * *

Mary Jane watched the video of the whole battle until the part where she returned the headphones and saw someone had recorded the whole thing. She and Carnage were still awake in the dormitory and she could not believe how many views her latest battle had.

"Hm… still think I could've come up with something better." She commented, while Carnage growled in confusion.

* * *

**Episode 02a - Watson's Choice**

The next day, while making her way to the next training session, MJ answered a phone call from her aunt Anna.

"Yes, Aunt Anna, things are going great. No, my dog is not eating my homework!" She replied, the last part calling Flash's attention. "I told her Carnage is a dog… which is not really lying." She whispered quickly to him before returning to her call. "Okay, I have to go to class. Please tell mom I love her and-" Suddenly she interrupted her speech, as her aunt said something on the phone. "No, wait, really?" Her excitement was visible as she ran in an opposite direction of the classroom.

"Hey, MJ! What about spy technique class!?" Flash tried calling her back, but a passing-by Spider-Man tapped his shoulder.

"You know it's useless, right? MJ does what she does. Besides, judging by her face, must be the best news ever."

* * *

"These are the greatest news ever!" MJ cheered out loud, wavering a piece of paper around. "Finally an open road to the world of journalism!" Aunt Anna Watson looked at her with a cheerful smile.

"I knew you'd be excited, but this is another level of it." She said, as she poured food for Carnage, the symbiote committed to his dog form. "I just hope you don't leap to big expectations. We are all aware of the barkin' man that leads the place."

"As if I didn't saw enough of these in my life. It's not J. Jonah Jameson that's gonna make me rethink that.." MJ said with confidence. Then, she saw the news starting on the TV.

"As you are aware, these annoying Spider-Man lackies are a constant fountain of annoyance. However, one of these is growing in popularity and influence so much it can actually overthrow her boyfriend!"

"What?!" Mary Jane shouted with a blushing expression, quickly covering her mouth and expression from her surprised aunt.

"That's right, Spider-Woman is on her way to take Spider-Man's place as the true friendly neighborhood. I'm not saying I support these masked nuisances, but who am I to not support a strong female figure?!"

"... I stand corrected." She muttered, as she watched the videos exhibited on the news with Spider-Woman's battle footages. She watched the fans of Spider-Man cheering for them both as a power couple, and many of them holding dolls of them both.

* * *

Mary Jane marched towards the Daily Bugle newsroom. She tried keeping her hopes up, because this was, like she said, the open road to the world of journalism. First an intern in the Bugle, then a good indication to a prosperous college, and finally news anchor, or field reporter! She repeated this plan so many times in her mind since high school she was convinced she'd never think twice.

As she approached the front door, she took a deep breath and send a reminder for Carnage to stay hidden. Then, a startling door opening startled her out of her thoughts.

"You'd better get me something about Spider-Man or I'll make sure you never work on this city anymore!" Friendly as always, J. Jonah pushed his recently hired freelance photographer outside the room. MJ wanted to think back, but she just got there, and was so close…

"H-hey. Little help?" The plump lad asked, picking up the pictures of superheroes he could reach. MJ nodded and helped him up, picking the latest one he took: one of Ms. Marvel fighting against Absorbing Man. Then, she looked at the other pictures: they all had girls fighting bad guys!

"Wow, that's impressive work… um, mister..."

"Leeds. Ned Leeds" He said, rubbing the back of his head. "I-I have been working freelance for a month a-and this Spider-Woman fad made me go after other superheroines battles, b-but Mr. Jameson said he wanted more Spider-Man stuff!"

"Yeah, I heard the last part. In fact, maybe the whole place heard it." She joked, but Ned trembled at that. He then hushed her.

"Y-you're new here, right? Please don't do that in front of the boss." He asked, looking back quickly to be sure Jameson was back in his room. "You have no idea how dangerous he is."

"I'll be okay." She said with a confident smile as she walked through the door. Ned leaving with his pictures. Deep in MJ's mind however, Carnage noticed the repressed fear. As she knocked on Jameson's door, everyone stared at her. Understandably, they commented between themselves about Mary Jane's "fate".

* * *

"So, I'll be doing internship in the Bugle, helping with all I can from coffee to reports, and with a job well done, I'll have a proper portfolio, which I'll send to the more prestigious colleges in the region." MJ was back in the dormitory, organizing her life plans again. Her first day wasn't as stressing as she first took: Jameson was receptive and announced her as the new intern, and she quickly got acquainted to all the staff.

"I'm happy you got this job, MJ." Harry said, looking from his top bed, and rubbing his tired eyes. "I really am. But I'm so tired from all the training. You missed the hardest simulation ever."

"Yeah, I promised Flash I'd take that class with him tomorrow." She assured. "I'll be going to bed soon. This month is gonna be a challenge, and I will be ready for anyth-" The alarm then rang, calling their attention. Spider-Man and Agent Venom appeared in the room.

"Iron Spider needs backup, we got Beetle on the run!" Nothing else needed to be said.

* * *

Iron Spider pursuit the Beetle across the Brooklyn Bridge. Something didn't felt right: as he heard from the Avengers, the Beetle have joined the Thunderbolts and was in the side of good.

"The Thunderbolts weren't enough for you, Beetle? What does it take to make you really change your ways?" He asked as he helped the civilians in the middle of the crossfire. By then, Spidey, Spider-Woman and Agent Venom arrived.

"Well, he is a mercenary." Spidey sighed.

"He WAS a mercenary." The Beetle talked, revealing its armor, way less technologic than the one Spider-Man knew: the purple and green coloration remained, but the suit looked lighter and simpler. The four Spiders got surprised at that: after all, the Beetle they knew was of few words. And surely was not a woman. "I'm afraid you are in front of his students."

"Students?! Like plural?!" Agent Venom asked. Two other Beetle-suited people stepped forward, throwing cars at the Web Warriors, who not only dodged from one, but helped a mother and a daughter to get out of there.

"Our master has forsaken us, but we shall use what he taught us wisely, as the new Beetles." She announced, her comrades weaponing up for battle, and electricity flowing from her gloves.

"Really? When will you find a fourth member and play on T.V.?" MJ uncharacteristically teased. Spidey couldn't hold back a laugh. "Or better yet, don't find one, just scram!"

"So, Spider-Man's girlfriend wants to take on all of us?" A polished male voice came from the suction-cup gloved green Beetle armor.

"Wait, what?" Both Spidey and Spider-Woman looked at each other, but she kept him from taking a step forward with a wave of her arm.

"I'm up for squishing any bug on our way!" A more brute voice was heard from the bigger suit, which resembled a Hulkbuster armor mixed with a Destroyer asgardian suit in Bettle's colors. With that, the three Beetles charged against the Web Warriors. She called out her spike whip arms and faced of against the girl Beetle, her static shocking visibly hurting and annoying her symbiote. Carnage then helped MJ resist enough for her to grab her opponent by the arm and gripping it tightly, reducing the gloves to mere vestment.

The civilians cheered for her, including the recently rescued mother and daughter. Ned Leeds was also there, and took a picture of the battle in front of him. Spider-Man fought against the green Beetle, avoiding his suction cup gloves and headbutting him. Agent Venom tested the resistance of the giant Beetle armor, avoiding his microwave antennae blasts and missiles.

Spider-Woman looked fiercely at her opponent, and with a quick lep sweep, she immobilized the girl Beetle, threatening her with her pointy arm. The green Beetle stood up just around the moment Spider-Woman launched her opponent against him, both armored fiends interrupting the battle between Venom and the giant Beetle. Flash quickly escaped thanks to the Spider-Sense, but all three were thrown against the car barrier caused by them.

"Now who got squished?" Spider-Woman said, as the other three Spiders approached her. The girl Beetle then threw a smoke bomb, providing them an escape route.

"Have I ever told you how I hate smoke bombs?" Iron Spider coughed, after the clouds disappeared. Soon, S.H.I.E.L.D. sent backup to help normalize the situation. However, Spidey had a bad feeling on his guts.

"Hey… are you ok?" He asked Spider-Woman as he saw her looking at the distance, possibly to the route the Beetles have taken.

"You kinda cut my fight short there." Agent Venom complained. "I was doing fine there, you know."

"Not fine enough." She answered, her voice tone showing a mix of anger, determination… and maybe a bit of exhaustion. She then looked at all the people that remained there cheering for them, and Ned with a happy smile. Mary Jane then sighed and started to leave the scene, just waving gently at the crowd.

"Something's wrong with MJ." Spider-Man told Venom, and he nodded in agreement.

"Not only with her, Spidey..." He added, as they saw Spider-Woman swing her way back to the Academy.

* * *

The following days, Mary Jane's daily schedule was followed strictly: over following weekdays, she divided herself between S.H.I.E.L.D. Academy lessons and her internship at the Daily Bugle. She did show some strong results in battling classes, especially in solo training, however both Scarlet and Venom noticed a rise on her aggressiveness and strength levels.

At the Bugle, things slowly started to weight on her back: after a receptive week, MJ got lots of paperwork to take care of, not enough coffee breaks and barely communicated with anyone. Ned, having sympathized with her, tried offering his help, but she assured him she'd take care of everything.

By night, she helped in every patrol, especially those related to the Beetles. At any sign of danger nearby, she'd start a furious pursuit, not even waiting for backup to arrive. Although she never truly saw them, she did surrendered many pickpockets and burglars, which was something great for Spider-Woman stories on the bugle… but made Spider-Man feel uneasy and worried about his friend.

Two weeks had passed: Spider-Woman's performance started to rise worrying results.

"Sorry for not bringing this earlier, but I had to be sure of what was going on." Flash apologized, Venom's wormy face nomming on a lollipop as Dr. Connors analyzed MJ's results.

"That is not good. Although her fighting abilities are improved, there's a huge amount of stress levels peaking up as well. I fear she's repressing it so hard that the Carnage symbiote is being affected as well."

"That's what I was afraid of. She's hurting Carnage and herself with all the training, and overworking at the Bugle…" Flash voiced his concern. "I don't know what can we do. She seems so confident she can take it."

"The human body, bonded to a symbiote or not, has its limits. Spider-Woman might need to make a choice… for her own wellbeing."

Spider-Man watched the two of them concerned over that, and with the confirmation of MJ needing help, he made his way to talk to her. Lucky for him, she was on her way to the Bugle.

"Mary Jane!" He called. "I know you have to go to the Bugle, but I really need to talk t-" He cut his talking short as MJ's face revealed how tired she was. "Oh my gosh..."

"Mind waiting till later, Tiger? I have a lot to take care of for Mr. Jameson." Mary Jane sighed. "All that paperwork need organization, and I have to help Neddy on his new stor-"

"Neddy?"

"Ned Leeds. He's a freelance photographer, working on a bunch of newsflashes. Most of them are focused on the latest battles." She showed him the picture of Ned and her on the Daily Bugle as J. Jonah Jameson was about to send him out for new stuff.

"Poor boy… Having to put up with Jameson's nagging." Peter tried to joke over that, but MJ's reaction was not what he expected.

"Yeah, we HAVE to put up with it. If you want to actually go somewhere, you must be ready to deal with this sort of people." She replied, with a slight harsh tone. "My plans, my future, my career depends on it."

"Wait, what?" Peter was stunned. "Y-you're just doing internship."

"For now! I am going places after this. The world of journalism is at my door calling for me, can't you see it's my only chance?!"

"I'm not saying-" Around that time, everyone looked at them talking. Peter was not liking the route that conversation was taking.

"I expected you to understand me, tiger… you're the one who lived a double life and made it look fine." MJ said before turning her back, the last statement hitting Spidey like lightning. He hesitated for a moment, then stepped forward, reaching for Mary Jane's shoulder… only to get a punch in the chest for an answer.

Everyone around gasped and whispered among each other in surprise and worrying. MJ glared at Spider-Man for a moment, before realizing what she had done and seeing everyone around. She rushed out of there right when Venom and Connors reached Spider-Man. Peter couldn't hold back a choked sob: he feared MJ have made her choice already…

* * *

Later as the Bugle's workers were leaving for the night, Jameson placed a big amount of papers on Mary Jane's table.

"I want these filed for tomorrow, Watson! That Leeds kid is taking far too long to bring me something good, I'm thinking about kicking him out!" J. Jonah grumbled.

"B-but, sir, lately the photos and news were so interesting-"

"Who cares about the same old battles, with the same people on the stories?!" Jameson punched the table. "I want new blood, something everyone can group in to comment about! Nobody cares anymore if Spider-Woman is doing better than her boyfriend!"

"He's not her boyfriend!" She accidentally answered, before covering her mouth. "I-I mean, as far as I know. Spider-Man never had a girlfriend."

"That's the spirit! Expose that masked annoyance's secrets for the whole city to see! If only Leeds could bring me this sort of news instead of glorifying all those girls..."

Mary Jane's fists clenched. She looked down at the paperwork and at Jameson's triumphant posture, completely ignoring the fact that he actually complimented Spider-Woman on the news. Something in her felt about to snap. Then, the windows nearby were crashed by the giant Beetle.

"What the-" Both Jameson and MJ were surprised.

"You call yourself a leader when you can't even get a boy with a camera?!" The girl Beetle called him out. Ned Leeds was held by the green Beetle. "At least HE knew how to make a stealthy appearance, Gary!"

"And you think throwing me in a building is less stealthy, Elizabeth?!" He replied. "What else do you want?!"

"We were meant to be a collective, and honor our master's work by continuing his mercenary business, and you kept the biggest parts of our loots for yourself!" She showed him the pictures revealed from Ned's camera.

"Don't you know that's what a mercenary should do?" The green Beetle replied.

"Shut up, Joaquim!" She growled. Jameson watched in awe from his office: the three Beetles were fighting among each other?!

"Yes, yes! That's newsworthy! Watson, grab a camera!" He ordered… but then noticed Mary Jane had left the place.

"M-Mr. Jameson, help me!" Ned begged, trying to free himself from the green Beetle. He finally managed to reach his camera and used the flash' reflection on the nearest mirror to make that fiend let go of him. However, as he got free, he lost his balance and would have fall down from the very hole the Beetles opened if it wasn't for a web launched on his direction.

Spider-Woman pulled Ned up and helped him to the top of the building the newsroom resided in.

"Are you okay?" She asked, as Ned took a couple of breaths before kneeling down to her.

"Thank you so much! Y-you're my hero, Spider-Woman!" He looked up, his eyes still a bit in fear. "I-I'm sorry, I found the Beetles' operation in the pier and thought I could get something for the news and-"

"Hey, hey!" She called his attention. "Are you okay?" She repeated. Ned breathed in and out before nodding. "Call the police, get Jameson and go home. I'll handle those three."

"A-are you sure?" He asked.

"I'll be okay." She replied. Ned took a moment to notice the familiarity of that sentence… but shook it off as he saw the giant Beetle armor climbing up and ran down the stairs. MJ stood still as the trio of Beetles surrounded her.

"So we take on Spider-Man's girlfriend and we go each our own way?" The girl Beetle assured the other two.

"As far as I get from you two, the better. More loot for me." The giant Beetle grumbled.

"I need time, a long time for myself away from you two dumbbells." The green Beetle agreed.

Unknowingly for them, MJ was focusing, finally listening to her inner stress tormenting Carnage and taking his voice away like an oppressive bully. She replayed all the times she ignored this aching feeling on her mind, and the events of that day: her arguing with Peter, her clearly intolerable boss and the look of fear in Ned's eyes…

That. Was. **It.**

The giant Beetle charged against Spider-Woman, and was immobilized by a large, thick tentacle and a bunch of other tendrils swarmed around their host; as her shape grew larger, and other two large tentacles kept the other two Beetles from reaching her, a silhouette watched from far away. Finally, the tendrils retreated, and a red figure with black details stood in front of the Beetles, letting out a loud ear splitting roar as the tentacles retreated.

"Yes, I see her. I think she's got it." The silhouette, in reality Agent Venom, told someone in his comm device. "I'm sure she's got it!"

Now giant and with large tentacles to attack, Mary Jane did not waste anytime delivering a good beatdown to the three Beetles: grabbing the girl Beetle, she slammed her against the green Beetle, their masks breaking and parts of it falling down. As the giant Beetle charged after her, a duo of spiked tentacles wrapped over his arm, squeezing it till the armor broke.

Recovering from the attack, the girl Beetle used her broken wing to free her comrade from that spiky trap. As he stepped back, holding his injured arm, she started to climb up to Spider-Woman's neck, using her static electricity gloves to electrocute the symbiote; this proved itself as a mistake, as tendrils rapidly emerged and grabbed her. The green Beetle was about to escape, but was surprised by Patrioteer's blasts breaking his wings.

"Sorry, pal, you're not going anywhere." He assured, Spider-Man arriving with Venom afterwards, him looking over the giant Beetle's injury.

"Spider-Woman, the cops are coming. You can let go of her now. It's over." He asked. She gave him a glare and then looked over to her "prisoner". Then, she saw Spidey's concerned stare… and her rage finally subsided. The girl Beetle fell down as the tendrils retreated, and Spider-Woman returned to normal, her taking only a few steps before fainting in the friendly neighborhood's arms.

Peter sighed silently of relief… Mary Jane was back. At least, he hoped so.

* * *

The next couple of days, the Daily Bugle's newsflash announced the arresting of the Beetle Trio, and the disappearance of Spider-Woman afterwards.

"I don't know where that fantastic female went after the seemingly exhausting battle with those three fiends,, but I sure hope she still remains relevant and fantastic in whatever she chooses to do with her life! I support strong females and assure you they're better than Sp-" Mary Jane turned off the video on her phone. She waited for Connors' diagnosis along with the others.

"Guys, I'm sorry I worried you. Especially you, tiger. What I said back then was-" MJ apologized, until Peter signalized her to stop.

"That doesn't matter anymore. I'm just glad you're okay." His answer made her smile.

"Welcome back, Mary Jane." Flash said.

"Well, I'm glad to say your stress levels have finally decreased, and both you and Carnage are out of risk." Connors came over with the good news. "It was a close call though. I truly demand you don't push yourself that far again."

"I won't, Doc. For mine and Carny's sake." She promised her symbiote, who formed its wormy face around her shoulder to lick her cheek. Then, she got a call from Ned. "Excuse me, I need to take this call."

"Hey, MJ. A-are you okay? It's been sometime since you told Jameson to… you know." He said as she answered his call. He was on his home, looking over the pictures of Spider-Woman. "I-I'm sorry it ended like this for you. You wanted to be a journalist so much-"

"I still do. But I have other plans, and I noticed how much I ignored them and my own self-worth. My plans might be still possible, and I also noticed I'm not truly in a hurry to bring them to life now." She explained. "You were right about him, Neddy. And I lied to myself when I said I'd be okay then."

"So… what about now?" He asked, just out of curiosity. She looked over to her friend talking outside and Connors nodding to her.

"I'm okay now." She said, as she walked out of the medical bay. And this time, she meant it. He smiled at that and looked over his best picture of her placing it nearby his camera.

* * *

**Episode 02b - Rekindled Spirit**

A funeral was being held that calm afternoon, and among the sad visitors, there were Peter and Ben, and a very quiet Flash Thompson. He looked at the picture on the frame nearby the coffin: his mother Rosie Thompson has just passed away.

"And so, with heavy hearts, we bid our farewells to Rosie Thompson, devoted wife and caring mother. Let us pray in a moment of silence to recall this woman's passing by this world, how many lives were blessed by her presence..." The priest said, as the crown bowed their heads.

"_-time freeze-_ Loss is never an easy thing to deal with, yet we must accept that it's part of life. It also helps to be surrounded by people that care for you, and I'm glad we can be here for Flash. _-time unfreeze-_" Peter said, holding a handkerchief.

"Thank you for coming, you guys. I really didn't want to be here on my own." Flash told the Parker Bros.

"I am sorry for your loss, but I'm also quite intrigued. You told me yourself you wanted distance from your family." Ben reminded.

"Just my dad. My mom… she's always been so nice and caring for all three of us." Flash wiped his tears. "Why haven't I tried looking for her after Coulson took me in?"

"She didn't want to be found, Eugene." A voice called their attention. There stood a woman, with green eyes and long blond hair… at first glance, very much like Flash.

"What you called me?" He asked, standing up.

"You're Eugene, right? Eugene Thompson? Son of Harrison and Rosie?" She asked directly.

"Flash. I prefer being called that way." He admitted. "But how do you-"

"Rosie was my mother too… I'm your sister, Eugene." She replied, earning a surprised expression from Flash and Ben, and a loud gasp from Peter.

* * *

Later, at a building, the woman showed her three guests her apartment. It was not that small, but it felt pretty crowded; many boxes laid all over the place.

"Sorry about the mess. I moved about a month ago, and I still haven't fully unboxed everything." She sheepishly admitted. Peter opened one of the boxes out of curiosity.

"Look at all these books. George Orwell, Sun Tzu, Harper Lee... Ooh, Ant-Man told me this one's really good!" He picked every book he could. Ben pushed his head forward, not really slapping it.

"Stop snooping around. Flash has lots of questions that need answers, and I want those too." He reminded Peter.

"And I'm snooping around?" He teased, only to meet a serious glare from his synthezoid brother. "I'm just saying."

"So, Jesse..." Flash hesitated. "Boy, that feels so awkward and weird, I never knew I had a sister. And one that actually read books."

"Needed those books and different research sources for my law degree." She replied. "After graduation, I was put in contact with Mrs. Jennifer Walters; luckily for a chance of internship."

"Law degree? Graduation?! Internship with She-Hulk?!" Peter sounded more surprised and excited than everyone. Ben furrowed his brows. "I know, I know, not a good time, but that's a lot of stuff at once."

"You have very interesting friends, Euge- Flash." Jesse chuckled a bit, as she picked up the teapot and served them some tea. "This also feels very strange to me. As far as I could remember, Mom sent me at a young age to live with our grandparents." She finally started answering the questions Ben wanted Flash to ask. "They raised me with love and always told me that a good education could take me anywhere."

"Wish Mom told ME that." Flash sighed, Ben tapping his shoulder.

"Did you came before you knew she was sick?" Peter asked, blowing his still hot cup of tea.

"Yes, I moved as soon as She-Hulk return my call. I never truly saw Mom before the night she died. We mostly talked on the phone as she was in the hospital." Jesse started to get a bit emotional. "She felt… regretful and lonely, telling me how sorry she was for keeping us from meeting, sorry for never telling me I had a little brother, that she KNEW Dad was a bad person, but felt she couldn't escape… until they lost everything and she finally left, but without saying goodbye to you..."

"Jesse..." Flash sat close to his sobbing sister. Peter, of course, couldn't hold his own tears, and Ben looked over to the siblings. Something on him felt agitated and also conflicted.

"S-She told me he'd always win everything anyway, so she was scared he'd make you hate her… She felt it was better if you never saw her again. So sure HE won." Flash clenched his fist.

"He didn't! He's all alone now, and I'll gladly never see him again." He explained.

"That's what I told her before she died. What I found about you thanks to Coulson, and how well you were doing without Dad in your life… It gave her a reason to smile in the end." Jesse smiled, wiping her tears away and hugging her brother. "She knew everything before she died. She was proud of you, Eugene."

As the siblings kept embraced, Ben stood up, picking up the teary-eyed Peter with a rough pull.

"You guys can go on with your talk. I have to take this crybaby home."

"_-time freeze-_ In my defense, who wouldn't cry? Flash might have the saddest life story ever! A horrible dad, abandonment issues, a sister he never knew until now… At least now they know the truth, and they have each other. _-time unfreeze-_"

* * *

"I know it's not really of my business, but was it really necessary for you to inform EVERYTHING to Jesse and Mrs. Thompson?" Ben talked to Coulson via video talk. "And please don't mention the times Spidey revealed his identity."

"Wasn't planning to. And everyone deals with these things differently." Phil said.

"I just… I don't know, for some weird reason, I felt Flash should be freaking out with these news. Suddenly you just realize all you thought about your life was a big lie, a-and the truth is so heavy to deal with..." Ben vented. He sighed, covering his face with his hand. "I just… feel really bad for all that's happening, and I see he's sad about the loss, but-"

"You were sure he'd freak out too."

"Ugh, I'm so horrible for even thinking that!" He admitted.

"You should really stop saying these things about you." Coulson pointed out. "Like I said, everyone deals with these emotions and situations differently. And the fact that you're concerned about Flash and his sister's wellbeing with the identity reveal just show that you care very much for them. Don't think you're less human for caring or crying for someone."

"...You're right. I honestly didn't even thought I'd care so much at first… but I want to be there for Eugene, and if he loves his sister… I'll protect her too." Ben smiled. "You just gave me a therapy session demonstration, right?" He said, after a short realization. Coulson wrote down something in his notebook.

"Would you like to do more of these?"

"Hey, Ben! Flash's on the phone!" Peter called him from downstairs.

"I'll think it over and call you back." Ben said, before ending the video chat, and coming down the stairs to get the phone.

"See that? I told you that Coulson would know how to calm him down." Peter winked at Aunt May.

"I was sure of that already. What I didn't expect was you being so amazed with Flash's sister."

"Really, how else could I react to what I heard about her?" He replied. "She's so… not like him." In a fantasy scenario, chibi Flash looks in a mirror and sees him in female form (him with longer hair and eyelashes, wearing a cheerleader suit), and chibi Spidey watches as the reflection surprised Flash asking him to wait, and breaks the mirror to reveal chibi Jesse with a ta-da pose.

"She actually wants to see HIM?!" Ben was surprised to hear the news from Flash.

"It's just what I said; once you guys left, she told me she wanted to see Dad herself! I tried talking her out of this idea, but she just feels she needs to for some reason!" Flash was visibly concerned. "I really don't know and I don't think I'll like what might come from this, but… I can't do anything because of the restraining order. I never thought I'd regret having something meant to protect me."

"You don't need to regret it… Let me handle this." Ben decided.

"What? W-why?"

"She's your sister, and you care for her, right? I'll follow her to any given address and in case something happens, I can help. I swear to you I'll not let Jesse get hurt."

"Wow, Ben..." Flash sighed with a smile. "Talking to Coulson really helps, huh?"

"Wha- You- How-" Ben was caught off guard with that. "Whatever! Just let me know when and where she'll go!"

"Okay, I will. Thanks, love." The blond chuckled before hanging up.

* * *

Taking a cab, Jesse looked over the informations she got from her father's location. Scarlet swing around that same area, following the car to a building on the suburbs.

"Whoa, that's one fancy place to live in." Scarlet commented as he saw the cab leave and Jesse checking the address. "Right, Spidey?"

"Yeah, sorry for following you." Being caught again by his brother, Spider-Man crawled from the nearest wall.

"I'm used to it now. So that's where Mr. Thompson lives now..." Scarlet saw Jesse enter the building, and Spidey zoomed in to watch every window.

"Not just him. I see lots of privileged people." Spidey commented, seeing a happy couple, a lady with jewels and some eccentric-looking lad with a suit calling someone, and then closing the window. "Seems like a party everyday for that one. And HEY, Jesse!" Finally, Jesse's face appeared on the open door of a 4th floor window. A blonde, older man received her with a hug tryout, but she politely refused and entered the place.

"Time to implement a few more spying." Scarlet said, shooting a web as close to the window as possible and implementing a Spider-Tracer. "Let's see if this actually work."

"It has to work. _-time freeze-_ You guys remember these?" Peter recalled the Spider-Tracers. "Last time, by meddling with science I shouldn't, I helped creating Swarm." In a fantasy scenario, Chibi Spidey is fixing the Spider-Tracer and Swarm emerge from it, scaring him. "But now that Cho has a place in Stark Industries, we've revisited the project and our minds combined made it better and safer!" Returning the previous fantasy, Chibi Spidey is joined by Iron Spidey with a blueprint, and they cheer once the Spider-Tracer is finished.

The Spider-Tracer entered the apartment through the window and hid in a corner, activating its cam and sound capture.

"You have grown so much, dear. You look so beautiful and smart." Harrison tried complimenting his daughter, but her stare remained around the house.

"And you live quite well for someone who lost its wife and custody of both children." This remark made the man hesitate, and rub the back of his head, which was showing signs of hair loss. "By the way, how do you even afford this place?"

"Well, Jesse, there were some perks of… Um, you see… When we divorced-" Harrison tried explaining himself.

"Mom just told me she left you." That precise remark froze the blood in the man's veins. "She never legally, neither you, asked for divorce. So once more, HOW are you affording to live here? You can't get any sort of compensation or pension for Mom leaving you, right?"

"Wow, she's harsh." Peter watched everything in his bracelet's screen.

"Sshh! She's got him cornered." Scarlet was impressed by Jesse's directness and calm behavior facing her abusive liar of a father.

"I-I… I really don't know what you mean, Jes-" Harrison stood up slowly. "Y-you think that…T-that's ridiculous! I have the papers!" He started getting agitated, with a unsure smile, picking a folder from a shelf nearby. "I-I asked for it once she left!"

"Do you know what financial fraud is? I learned that in college, and later with mom that in the bank she left just enough to afford a good life once we got independent…" Jesse's stare moved away from the folder and faced the former cop. "She may have forgotten to ask for divorce, or maybe she felt she was not strong enough and would come back… but you didn't even waited to see that, huh? This is fake and so are you, living in this fabulous place with the money YOU took away from us."

"That money would not be useful for any of you. Your ungrateful brother ran away and then I found about this secret account-"

"The only ungrateful I see here is you! You think you deserve any part of that after all Mom and Eugene went through?!" The young woman smacked her hand on the tabletop. "I'm glad Mom sent me to grandma and grandpa. I'm even happier that Eugene ran away from you. We deserved better, Mom deserved better, and now that I know for sure, you'll have to deal with the mess you created, Harrison!"

"Why, you little- I'm gonna-" Harrison couldn't hold any longer. He charged against Jesse as she held the folder close. A web stopped his arm from reaching her.

"Uh-uh-uhh, let's solve this as civilized people." Spider-Man came through the window, followed by Scarlet.

"Spider-Man! Y-you don't understand, she-" Harrison tried to excuse himself, as Spidey wrapped his web around his hands like handcuffs. "She tried to take what's mine, she's a thief, she-"

"She's your daughter, and you're the worst father ever." Scarlet reminded. "Are you okay, Jesse?"

"Yeah, thanks." She sighed in relief. "I would ask you many hows if I didn't knew so much already." She wasn't that surprised for real: despite not truly seeing the Spider-Tracer, she did felt she was being followed and knew Flash was upset for not talking her out of seeing their horrible dad.

"I gotta say, you're as set on as your brother." Spidey complimented.

"He told me he was a coward."

"All he needed was the right type of guidance. The one your dad never gave, and the one that helped him grow up." Spider-Man said, as they all walked out of the fancy place.

* * *

After the police cars and the S.H.I.E.L.D. agents cleared the area, Spidey and Scarlet watched as Agent Venom and Jesse talked about the incident.

"I really hope he doesn't get away with it. Not just because I hate him… but you know, everything." Flash undid his mask as he vented.

"I think we have enough to win this case. Nobody in their right mind would take his side after finding out what the police department got from his ex-colleagues." Jesse assured. "It's just a pity I couldn't get back what mom left for us."

"Well, he bought that fancy place to live in… I'm fine where I am, sure, but..." Flash hesitated. What if he was suggesting something wrong to his sister? "You think Mom would-"

"I'll have to think it over." She sighed, and then smiled. "Well, at least we made one thing she couldn't."

"Make it two, Jess." Scarlet added. "Your dad lost everything he took away from your mom… and her two children are reunited at last."

The siblings looked at each other with assured smiles, and Spidey and Scarlet shared the happiness with them. This felt like a victory in many ways.


	3. Cats in the BagBravest New Warriors

Kid Arachnid and Miles were doing their homework on a rooftop. They had only a few minutes before the current universe counterpart had to go home to his dad.

"Ok, we got History and Math covered. Now if only I can get these Spanish ones..."

"Even though I know we're the same person, but from different worlds, I still get so amazed at how we ace in the same classes." Spider-Miles looked up to him. Then, Miles's phone started buzzing. He sighed out loud, annoyed.

"Hey, dad. Yeah, I'm on my way home. No, I'm not taking the danger zone route." He stated, before covering his phone and explaining it to his superhero counterpart. "You get your phone missing ONCE and pay for the rest of your life." As he resumed his talking, Kid Arachnid looked over to his own cell phone. He saw the scanned family picture from his home universe.

"Dad..." He sighed.

"Okay, I swear I'm getting home soon." Human Miles said. "Love you back." As he finished the call, he sighed loudly again. "It's just… so irritating how protective he is. He's got all these rules I have to follow, getting home on time, not leaving my door locked, remember to buy this and that, his messages practically bother me all day, even at class!"

"Aren't you supposed to turn off the cellphone at class?"

"That's what I mean; I can't, or he'll get all worried that I don't answer!"

"He only loves you very much, I guess. I hid my secret identity from my parents until my dad... " Kid Arachnid stopped for a moment, and sighed. "I was always scared of them getting mad at me for being a hero, but Mom was proud of me. I wish I'd shared this with Dad before he died."

"Well, I don't have superpowers, my mom is gone, and I still can't share anything with him." Human Miles looked down. Then, an idea sparked in his mind. He looked up to his superhero self. "But maybe YOU can."

"Uh… what?"

* * *

**Episode 03a - Cats in the Bag**

* * *

At their home, Jefferson Davis was finishing dinner. Miles finally entered the house, dusting off his jacket.

"Sorry I'm late."

"Actually, you're quite on time." Jefferson said before noticing a rip on his clothes. "Wait, where have you been that your favorite jacket looks so messy?"

"Dad, this thing is pretty old, it would start falling to pieces eventually." Miles said directly, taking off the jacket and throwing it at the coat rack. "But everything's still here: my phone, my books, my documents, everything."

"What about that medal I gave you?"

"The one hanging in my backpack's inside part? Here." He pointed out.

"Good. I'll be taking some time off to help you with your homework after dinner. Things have been quite peaceful, so I don't think I'll be called anytime soon." Jefferson said as he focused on the pans on the stove. Miles looked over to his phone.

"I hope things are peaceful for me too..." He looked at his phone. A picture of the Web Warriors was its screensaver, and Kid Arachnid prayed that he wasn't called to help solving any problems. He didn't like much that idea of switching places with his counterpart; hiding the fact him and that world's Miles had met was already a big secret, but now he had to pretend to be him. At least for that day.

* * *

Meanwhile, at Rio's apartment, Human Miles, dressed in his counterpart's uniform, helped cleaning the room, while his alive mother from another world took care of the food. There were plenty of snacks and video game consoles were set on the living room. Apparently there was going to be a game night or something.

Spider-Man then swung over by the window, Scarlet and Iron Spider following him afterwards.

"Oh, yeah, Web Warriors Game night!" Peter cheered, as he spinned around. "You're going down this time, Miles!"

"Uh, y-yeah? You're going down, Spider-Man. Down to H-Hammertown. No, wait-" Miles hesitated. How did Kid Arachnid reacted to Spidey's friendly teases? Was he doing it right?

"I'm afraid Venom can't join us. Scarlet needed a break, so he offered to take care of his classes' schedule at the Academy." Iron Spider explained. "He just had to, Ben was fainting from overexertion again."

"He's not really fooling anyone anymore." Spider-Man said, as he laid on the sofa and took off his mask. "So how's the other Miles doing?"

"Oh, you know, same old. Dad's rules crushing him and both of us doing homework." Miles answered naturally. The others then looked at him. "W-well, he told me that."

"Okay, gentleman, we'll do a full on fair kart race." Scarlet warned the competitors. "No hacking." He looked firmly at Cho.

"As you wish..." He muttered, gesticulating his hands for him to relax. Miles chuckled; that was something interesting in the other him's life: their team acted like the brothers he never had.

* * *

With his homework done, Miles took a look at his father. Even with things so peaceful, he looked so tired.

"Are you okay?"

"Uh? Oh, yeah, sure. You know I don't talk about my work at home, right? That's one of our rules." Jefferson replied, and his last statement made Miles shiver a bit. He sure didn't want that to give it away he wasn't HIS Miles.

"I-I know, you just look so tired." He replied, putting the books back on his backpack. "Is there anything you want to-"

"Why do you want to know? Are YOU okay?" Jefferson asked back. This caught Miles off guard. His counterpart WASN'T talking to his dad? No, wait, he heard a "Love you back" when he called him earlier. He sure loved his dad…. but something seemed truly wrong between them.

Back to the Web Warriors, Peter threw up the controller as Scarlet slowly clapped at Amadeus and Miles's victory. They laughed for a while and even high-fived before sitting back.

"So… when you'll stop pretending to be Kid Arachnid?" This last statement by Cho made everyone look at Human Miles. Even Rio, who just brought a bowl of snacks.

"W-what?"

"Come on, if it was OUR Miles, you would've abuse the props in the game." Amadeus looked back at Spider-Man and Scarlet. This made Human Miles shiver and bow down.

"Please, don't be mad! It was all my idea, and I wanted to give your Miles a chance to see his dad, well- actually MY dad, but-"

"Hey, hey, dude, calm down." Peter said, tapping the boy's shoulders. "If you know Kid Arachnid, you must be keeping his secret well, right?"

"Y-yeah, I do, and I won't tell who you guys are, I swear. Even because I… don't know much about you."

"And what was that about US being mad?" Ben asked, looking over to him.

"I don't know. I've… just assumed you'd-" Human Miles stopped again, fearing he'd say something insulting.

"Something tells me you're assuming too much and asking too little." Rio finally took a stand in the talk. Seeing her serious face finally broke Human Miles. He had no choice but to open up to them. Meanwhile a current of electricity flowed over the wires outside.

"Okay, you can't talk about your work, but there must be something you want to talk about, even if you're tired." Spider-Miles insisted, as Jefferson and him finished dinner.

"I'm surprised you're so curious over me. You don't ever ask."

"You don't say..." Miles muttered. He needed to have a serious talk with his counterpart once he was out of there. "Well, how about this? I tell you something that happened today, you tell me something that happened today?"

"Okay…" Jefferson raised an eyebrow, curious.

"So, there's this girl in class. She's very smart and pretty, but I… can't truly say something to her." Miles recalled how Human Miles had an obvious crush on the Gwen from that universe.

"Oh? Is she blonde, with blue eyes and MIGHT be our captain's daughter?" The clear description of the girl's appearance surprised Spider-Miles.

"How do you-"

"You do have a picture of her in your notebook." He looked over to his open backpack. "I saw her in person once when we had an office party for Captain Stacy. She looks like a nice girl."

"She is. Okay, your turn."

"Hm, let's see… Yesterday I was almost stuck in traffic, if it wasn't for those students from S.H.I.E.L.D. taking out the Wrecking Crew. It got me thinking over how dangerous this hero life is."

"It's not that bad. They have superpowers, surely they know what they're doing, right?" Spider-Miles pointed out.

"But they're still kids. It isn't clever of this organization to put their lives in trouble, when they have people to go back to."

"Maybe they don't have people to go back to, or they do, but they're far away..." This answer made Jefferson looked at him. "Just guessing. I don't… talk to them or anything." The same electrical current flowed across the wires on the electric pole outside.

* * *

"It was just supposed to be a simple thing: I give Kid Arachnid a chance to be with Dad, I get to see my Mom, then we switch back and nobody suspect a thing." Human Miles looked down every second of his confession. "I didn't meant to lie to anyone…"

"Especially to your dad?" Peter pointed out. "Kid told me he's overbearing to you. Could this be another reason for this switch?"

"No! Yes..." Human Miles looked quickly up, but since he was being honest. "I don't hate him, really. It's just that since Mom died…" He looked at Rio, and she asked him to go on with a gentle gesture. "He became so obsessed with me being safe all the time. It's like he doesn't trust me at all. I'm 14, and he treats me like a child that needs its eyes on everyday."

"The Jefferson I knew was also very protective of Miles. In fact, he wanted nothing but the better for both of us and for the city." Rio added. "He knew he had a dangerous job, so he watched our son as much as possible, wanting to be sure he was doing okay. If your dad is anything like him, I'm sure he'll understand if you just be honest."

"She's right, Miles. If these rules and apparent stalking are bothering you, instead of just anticipating the worst, just talk with him." Peter tapped his shoulder. "Keeping your true beliefs and feelings hidden-"

His talk was cut short by the lights flickering and the television showing visible interference. As it got harder, everyone ducked behind the couch and soon enough, the power was out, the only glow visible being from the criminal in front of them.

"Sorry to barge in like this, but after a daring prison escape, a guy needs to recharge!" Electro stood in front of them with a cocky smile.

"Electro!" Peter had already put his mask back on.

"Note to self: MAKE SURE a water cell contains an electrical supervillain." Scarlet sighed.

"Oh, no! Oh, no!" Miles shivered, as he put on his mask, only to notice it to be backwards and moving it correctly. He then picked his phone. No signal. "Darn it! I can't reach him!"

* * *

Spider-Miles and Jefferson's home was also caught in the blackout. As he took a look from the window, Jefferson closed the curtains.

"Okay, this is not a common blackout. Miles, I need you to wait here until I get back."

"Dad, wait-"

"Miles Davis, wait here! I'll try reaching for help and see how bad things are out there!" He repeated, more seriously, and walked out the door.

"But, Dad, I can-" Too late: the door closed and Miles heard him lock it. He was going to suggest they go to the roof for better reception, but looks like he would have to do it himself. At least in his hurry, Jefferson forgot to lock the window. He just needed to wait for him to walk out and crawl up the wall-

ZZZSHT!

Unless Electro was going after his dad right at the moment he was leaving with his car. As he watched from the blinds, he was startled by a familiar face: Scarlet Spider just stick the landing on the window, carrying Human Miles with him.

"Good to see you too, punk." He replied, as he got into the house, Miles entering afterwards.

"What is wrong with you, dude?!" Kid Arachnid was visibly angry and disappointed with his counterpart.

"Hey, I just talked with your friends about that, you don't need to-"

"Oh, I do alright! Your Dad is not the control freak you said he was! Alright, he just locked me at home, but he just wants to protect me!"

"I never said he was a control freak! I said this rules were annoying!"

"Not a solid reason to NOT TRY reconnecting with him! He was actually happy "you" were talking to him today!"

"I was trying to not make him upset, I know a bunch of things that can-!"

"Well, clearly THIS doesn't help!"

"Uh, we're on a supervillain pursuit!" Scarlet quickly interrupted their talk. "Could you please not do this skit now?"

"Sorry." Both Miles said, and both nodded before running to the next room.

"This is Jefferson Davis. Keep your doors closed and do not attempt to use any electronic devices." Officer Davis talked in the megaphone out to the streets, after noticing the supervillain following him. "Officers, Captain, anyone here?" He called on the radio. "We have a Code Blue on our hands: supervillain on the loose. Repeating, Code Blue!"

"Blue? That's just flattering!" Electro complimented, entering the car and charging it to explode. Officer Davis made a quick sprint out of there, and Iron Spider and Spider-Man soon landed nearby.

"Okay, I don't need more evidence that if he gets into my suit, I'm a goner."

"Haven't you installed recently some kind of electrical-absorbing shield for this case?"

"Believe it or not, my free time isn't enough now." Cho admitted, a bit embarrassed at the statement; he was well known for good time management.

"Yada yada yada, you two!" Electro cut their chat short with a simple blast. "I'm ready to fry some spiders this time!" As Davis stepped back from the battle, he caught a ride with a fellow police officer. Just as Kid Arachnid was about to leave the apartment, Human Miles grabbed his hand.

"Take me with you."

"No way! You don't have powers, and Dad would be worried sick if he didn't found you home!"

"I'm worried sick about him now! If that electric guy hurts him, I'll never forgive myself!"

"Let's go already, punk!" Scarlet pulled Miles with a web. Human Miles stayed looking from the window, and then… he felt the web shooters were still with him. Darn it, he forgot to give them back to Kid Arachnid. Well, they would be useful now: he picked his backpack up, walked out the window, and despite a bit of vertigo, he shoot a web on the window's glass and climbed down carefully. Once reaching the floor, he hopped on his bike and pedalled fast, trying to not lose Scarlet from his sight.

Iron Spider avoided the blasts and Electro's touch at any costs, while Spider-Man tried all possible web maneuvers; both were mostly in defensive position, being far from any possible water sources.

"Be honest: how many times on a city that's in an ISLAND you've found yourself needing water for whichever reason?"

"Total mood, Cho. Also, good one." Spidey complimented. Soon enough, they were joined by a group of officers leaded by Jefferson Davis, though in different uniforms, mixing military camouflage and police armament and some looking like Center for Disease Control agents; all of them wearing blue.

"Men of Code Blue, we can't let this cretin move ahead. Stand your ground at all costs!" Davis ordered. Electro huffed mockingly, another blast thrown at their direction, and being repelled by the CDC-like members.

"Dad?" Human Miles watched from the closest alley, his bike parked nearby; Scarlet and Kid Arachnid arrived at the same time, joining Spider-Man and Iron Spider.

"Whoa, he's a policeman and a Code Blue agent?" Spider-Miles was equally surprised.

"You're surrounded, Electro. This army here's specialized in supervillain arresting." Spidey looked at his foe.

"But are they specialized in explosive takedowns?!" He grinned evily, blasting the nearby cars, dispersing everyone. Scarlet slashed one of the car pieces, protecting two members. Spider-Man took other two members off the way when another vehicle came flying at them.

"Dad, look out!" Human Miles shouted, seeing a car about to explode nearby him. Kid Arachnid then leaped towards him, pushing him aside. They watched the explosion, and all the team members watched in fear. Luckily, he was okay,

"Miles?" Jefferson looked at his partially exposed face and then at his own son. "What- But how-"

"I'll explain everything, but now we need a new plan to counter this super freak!" He promised hesitantly, before giving the team a thumbs up.

"Don't forget these." Human Miles threw him the web shooters. "Also, Scarlet said he was in a water cage."

"We're not near any of it!" Iron Spider reminded, defending from Electro, and clearly fearing for his suit malfunctioning.

"All we need is the sewer!" Human Miles winked at Kid Arachnid, and he got his plan: even if the water was in small quantity, it could be efficient enough. "Spidey, what do you think of an underground tour to Mr. Bright Guy?"

"Nice one, Miles." Spidey greeted, removing a sewer top from the streets. Just in time: Electro was already ready to short-circuit Cho's suit. Scarlet's arm stood in his way, the electrical current being a pain, but not stopping him to punch and kick his face. Two Code Blue officers grabbed him by the arms and threw him down into the open hole.

"Ugh, disgusting."

"For some, it's home." Scarlet said, holding his arm.

* * *

As Code Blue helped Spider-Man with taking Electro back to S.H.I.E.L.D., Miles and Kid Arachnid talked with Jefferson, and Iron Spider looked at Scarlet's injury.

"I take your resistance to Electro is consequence of Ock's tortures?"

"Trust me, kid. I've felt worse."

"Two Miles exist, one is a Spider-Man, a-and you switched places to live each other's lives… That's- It's too much to process!" Jefferson tried to take everything in.

"I'm sorry I lied to you, Dad. Please, don't force me to stop seeing Kid Arachnid again, H-he's like the twin brother I never had, a-and none of this would've happened if I didn't suggest this switch thing."

"That's what you think about me?" Jefferson was surprised. "That I'll just forbid you of doing anything?"

"... I mostly assumed."

"He didn't meant to hurt anyone." Rio, who had just arrived with her car, approached them and looked at Jefferson. They exchanged smiles, Kid Arachnid looking over to them and then to Miles. "Hi, Jeff."

"Hi… Rio." Jefferson stepped closer to her. It was clear the surprise, and even clearer that he still loved her.

"Alternative universe." She explained. "Our son is Spider-Man and you're… gone."

"Gang fight. Stray bullet. Mom found me crying dressed in my uniform." Kid Arachnid teared up as he admitted. "I was pretty mad about you and your Miles being so out of touch with each other, but… I can't say I haven't lied to my family as well to avoid something I feared it could happen."

"Even I didn't understand you for real, dad." Human Miles looked down, deeply ashamed of himself. "Nothing good comes from keeping cats in a bag."

"I just wanted to protect you, Miles. You're the most important thing to me, and I don't want us to stop talking, ever. But I guess I have to make an effort to assure this happens. I-If it helps, I'll… go easy on the rules. And no more messaging, unless it's really important."

"Mom would want us getting along. Right?"

"Right." Rio agreed, and looked at them all. "Look, as long as there's no more secrets, I think we can work this out."

"I'm sure of this, and also that our son, no matter which one of him, is growing up a great man." Jefferson gave them an assuring smile and they huddled in a group hug. Spidey was sure he was going to cry, but Scarlet bumped him in the shoulder, hissing afterwards.

"Yeah, don't do this for a while." Iron Spider pointed out.

* * *

**Episode 03b - Bravest New Warriors**

* * *

"Unbelievable! Just- I can't!" Entering their dormitory, Adrian followed an upset Alex. They had just returned from their first solo patrol. "We finally got to patrol the city on our own and our first captured villain is a crazy man with tattooed letters?!"

"We've dropped him to the cops an hour ago, why are you still holding to him?" Adrian asked, sitting with his legs crossed.

"You've been in my shoes. We have both been former enemies of Spider-Man, and saw how many types of supervillains are out there."

"Yes, and you are the one who fell into this path many times. Again, why still holding?"

"Ugh, you're not taking this seriously?! Really don't think we can do better?!" Alex replied to him. "I've been racking my brains to make my armor support an imminent Hulk attack, and we get to pick the least threatening people in S.H.I.E.L.D.'s wanted list."

"Alex, I do understand. I really know we can do better and we're working on it, but I also think we can't get ahead of ourselves. Former villains or not, we have started everything again, so these small steps are needed." Adrian looked over to his own armor, polishing his wings.

"It just doesn't feel fair. Maybe if I could prove my worth to the New Warriors in general..." The boy in glasses mused. Suddenly, they both got a message on their phones. A message from Spider-Man himself.

"Good afternoon, students. This weekend you might want to remain in your dormitories, for we will be hosting our first Kimodameshi. This Japanese tradition revolves visiting set locations at night, testing your survival skills and your teamwork, which makes the translated name "test of courage" more than relevant. All New Warriors will be tested, no weapons or armors. Wish you luck, bravest New Warriors!"

"Uh, this might do. Wait, he said no weapons or armor?! How are we supposed to-" Alex was going to rant again, until Adrian shut him off.

"You are growing too dependable on your own armor. It's not the fact that we're not mutated anymore and/or without our themed armors that'll take away all the training progress we had. If you want to prove your worth in the test of courage, you'll have to play by these rules." Alex agreed with his roommate, sighing loudly.

"Since you said it so gently..."

* * *

At sunset, in front of the rescued Octopus Island, all students were present for the test of courage: Alex and Adrian were joined by their colleagues Robbie (Speedball), Greg (Gravity), Maya (Echo), Flint (Sandman), Frances (Mysteria), John (Man-Wolf) and Harry (Patrioteer).

"All right, everyone. Usually these tests have a spooky story to follow, but considering the record in monster attacks and invasions in New York and the history of THIS place, we don't really need these, right?" Spider-Man explained, with a small joke to break the ice. "Anyway, for you that weren't here when it happened, this used to be the Tri-Carrier..." While Spidey explained the origins of the place, Flash and MJ left their symbiotes in their recipients.

"So no powers either?" Adrian asked.

"Actually, powers are valid, but we really want to make this fair. We're even using the suits Amadeus made for us." Flash showed them. "Mine even has a cool hoodie."

"You will be divided in two groups, and leaded by one of our prime students and your battle teacher." Dr. Connors explained, giving them flashlights.

"Question, doc." Robbie held his hand up, refusing the light as he pointed to his luminous energy spheres. "What if Zola is still there somehow?"

"That's a reason for armors and weapons not being allowed, Robbie. Even with a close perimeter check, Zola can be truly unpredictable." Unseen to them a shadowy figure observed and quickly made a sprint in the background.

Entering Octopus Island, Venom leaded Speedball, Rhino, Sandman and Echo through one of the halls.

"Okay, without Zola or not, we must be alert for any hidden traps. Both Arnim and Ock have the annoying Kraven habit of having plans from B to Z. And yes, B to Z, because Plan A is what they execute first." Agent Venom warned everyone. Echo then stopped him on his next step, using the lights of Speedball's spheres to analyze the current hall they stood in.

"_Watch the floor._" She said, before throwing one of her swords against a wall, which seemingly brought out from the floor a bunch of mechanical tentacles. Luckily with the power out they wouldn't do no harm. "_You're welcome._" She proceeded forward, moving the dead machine arms out of her way.

"Still with that attitude, huh?" Flint asked Venom, who just nodded in reply. Rhino and Speedball analyzed one of the tentacles.

"Just how many of those Ock needed? Geez." Robbie commented, looking at the very few floor gaps between the other deactivated limbs. "It's like he made a hundred more for one he lost."

"A hundred and one. He mentioned once, though I don't recall when." Alex corrected him. "Also, this seems freshly installed for a three-part ship that sunk into the ocean."

"Twice." Venom added. "But what are you saying, Alex?"

"I'm not sure… and I hope to be wrong about any bad guess." He admitted, as Echo slashed a door open with her swords.

Meanwhile, Spider-Woman took Gravity, Vulture, Man-Wolf, Patrioteer and Mysteria to the main hall.

"So… Jameson's son, huh?" Harry tried opening a dialogue.

"Ugh. Not this again." John openly complained, visibly growling.

"Sorry… I feel the same way when people bring up my dad now. I mean, he DID almost took over the city, barely destroyed my best friend and made me hate him for a long time!"

"At least your dad is trying to be better now. Mine is still the same loud jerk." John pointed out. "'Spider-Man put my son in a coma and made him look like a wolf!' He didn't even care about writing to me before I went to space, now he's using my situation to keep this dumb hatred crusade against Spidey."

"Wait, are we bonding over how much awful stuff our dads did?" Harry chuckled. "That's ONE way to get acquainted to the new guy."

"I heard worse stuff about our teacher! Mostly from alumni." Greg barged into the conversation, using his gravitational ability to cruise around. "Wow, this place is creepy! And I bet with Arnim Zola's smile all over the place it'd be even worse!"

"Ugh. Who you think would win in a chatterbox tournament?" Mysteria complained. "Greg or Spidey?"

"As much as I like Spidey, I think it could be a tie. But Greg is a close second in chattery." Adrian was honest in his opinion. "This could be a problem during serious combats."

"Oof!" Greg's head seemingly hit a torn-off piece of the wall. "I'm okay."

"My first not-official mission was in the undergrounds, but I remember well this place and what happened." MJ looked at the broken panels. "Mechanical arms would pop out of nowhere from all directions." Gravity then shouted as precisely another tentacle dropped from the wall.

"Get down here and stop touching things." Frances asked. "Who knows how rigged this reformulated ship is?" John's pointy ears caught a sound and looked to the side, seeing a figure moving away quickly.

"You saw that?" He called the others and looked around.

"What? Remember, I have no Spider-Sense without the symbiote." MJ reminded.

"I think we're being… followed." Man-Wolf kept looking around, using his vision to try spotting the figure again.

"Maybe it was just another piece of the ship." Patrioteer added.

"Then why do I smell trouble?" John stated, as they looked at the direction he kept staring at. "Spider-Woman, perhaps we should-" Spider-Woman was revealed missing as they turned to her to decide whether to investigate or proceed. "Spider-Woman?"

"MJ?" Harry looked around, and Vulture gulped. This was not a good sign: only her flashlight was left and all they had besides that was the outside illumination from the front visors.

* * *

Robbie's kinetic energy spheres were the only light source as Venom's team crossed the halls. Flint sandified to reach Echo, who was way ahead of the group.

"Maya, let's not leave the others behind. Especially our coach."

"Uh, you know she can't-" Robbie was going to remind that Echo was deaf, before Rhino punched lightly his arm.

_"Sorry, Flint. I just feel I have to prove myself at once tonight._" She gestured. _"Including my condition, I don't have the best life story."_

"We all have our own bad upbringing." Flint looked over to the others, both Robbie and Venom unmasking. "I escaped from prison to try seeing my daughter again and was mutated by an atomic explosion."

"He's right. My dad was a jerk and his abuse made me a bully, and then I got my house destroyed and mom left us…" Agent Venom counted on his fingers.

"My divorced parents disowned me after I got my powers." Robbie explained. "Not like they weren't getting that anyway, but it still hurt."

_"... My guardian killed my real dad and trained me to be an assassin."_ Maya touched the hand mark on her face. The others looked at each other.

"Had my… wish for revenge drag me on and on to the bad place." Alex joined in, though a bit hesitant. "I wanted so hard to get payback, then I was mad for not being able to get back to normal, and hated myself for betraying the team because of Ock, and- and, and-"

"Dude… that's rough." Robbie looked at him.

"S-Sorry." Alex looked down. "Guess it does make sense they don't trust me enough to go to bigger missions. I'm… a big letdown."

_"Alex, they trusted you enough to let you try again at the Academy."_ Echo smiled to him, with slow gestures. _"Even without powers, you have great intelligence and determination. You are not a letdown."_

"I think the point is that we're all in this together, right?" Robbie tried breaking the ice, looking at Flint. "Just a group of misfits on their way to be heroes." Something sneaked from the ceiling and grabbed Venom as they were talking, being noticed at the last second by Echo.

_"Coach Venom!"_ They all looked up to the ceiling, an opening closing as fast as it opened.

"Oh, no, you don't!" Speedball quickly put his mask on and bounced against the ceiling, using its kinetic force to open up the very entrance again. "Anyone want to take a shortcut?" He looked down at the others.

* * *

"Ugh, we've been looking around this room for hours, or minutes, I don't know. I don't have a watch!" Gravity landed, sitting on the broken control panel.

"We're wasting precious time! If there was someone hidden in here, MJ must be in trouble!" Harry insisted, holding to the flashlight.

"I still don't get it. Wouldn't the agents see and know if someone infiltrated this place?" Mysteria was conflicted. "This doesn't make any sense!"

"We might get even more lost in this darn ship, and this is one thing I don't want for myself again!" Man-Wolf argued. Soon they were all arguing about what they should do, except for Adrian, who felt a similar migraine. One he believed he'd never feel again.

"QUIET!" As he shouted in both pain and annoyance, his sonic scream manifested, scaring off Gravity from the control panel, and calling everyone's attention. After recovering his breath, he instinctively covered his mouth. "H-Hey…"

"You're right… We're clearly not getting anywhere with this." Harry approached Adrian and tapped his shoulder. "We must set what's more important: finding our teammate."

"Y-yes… And finding her, we find our mysterious person." With a boost of confidence, Vulture agreed. One more destroyed piece of the ceiling fell down nearby, startling them.

"Hey! I take you haven't seen the creepy thing that grabbed Venom?" Speedball bounced down and Sandman helped the rest of the team.

"You saw it?" Man-Wolf asked directly.

"Well, too much for the plan." Gravity commented. Echo then felt a vibration on the floor and to be sure, ran to the nearby wall. The mere touch on it confirmed her fear.

_"Look out!"_

Mechanical tentacles, some with appearing circuitry, sprouted from the wall in full force, attacking all the New Warriors. Harry feared for a moment: without an armor, he felt useless to help; yet, looking around at the directness of the arms chasing everyone, he came up with a plan.

"Divide and conquer, people! Split into teams and let's take these things down!"

Man-Wolf ran towards a new group nearby and snatched one with his claws and teeth, Gravity punching another to the ground. Harry made sure another one was following him, leading it to the one Greg was pressing down on the floor. Once they got closer, he tangled them in a knot.

Mysteria paralyzed a couple of them with her powers, and Speedball bounced against them, ripping them apart.

"Nothing personal; just living the momentum." His comment made her snort: it sounded like something Spider-Man would say. Echo observed the movements of the tentacles around her, and traced a perfect sequence of dodging and slicing with her swords.

"Save some for me too!" Sandman asked, surrounding the tentacles that tried gripping him. Alex tried looking for a manual way to deactivate that mess, but apparently someone was one step ahead: the circuitry inside the walls was all tangled and sparks flew. Adrian then noticed another mechanical threat charging against them, and sonic screamed at its direction, surprising and saving his roommate, but also feeling his throat sore.

Harry then got trapped against the very wall they stood by a tentacle, others slithering like snakes around the three of them. Alex looked over for help, but everyone was still pretty busy slicing, breaking, being chased by or knotting tentacles. Adrian tried pulling the one trapping Harry.

"They are too much more than I thought! I'm sorry, guys." He apologized, also struggling to get free.

"It's not your fault, Harry!" Alex helped Adrian to pull. "You aren't the problem, these things are! You're not a letdown!" He insisted, his irises starting to glow yellow, as his grip grew stronger, denting the mechanical surface. "I am not a letdown!" He shouted, finally taking it off Harry and throwing the tentacle against the ceiling, opening a hole to the surface. Alex looked at what he just did, and Adrian was smiling at him, visibly proud.

"Up there!" Man-Wolf saw the figure watching them again, letting go of the newly bitten tentacle. As he pressed something in its arm, the tentacles immediately stopped attacking and dropped down to the ground. As the figure landed, it stepped forward to reveal itself… it was a blue arachnid armor, which opened to reveal a redhead in goggles and a homemade Spider-Man suit.

"Chill auut, townies! I came in peace!"

"Wait a minute... aren't ya the Boston kid Spidey talked about?" Robbie asked.

"Steel Spider, nice to meetcha." He greeted. "Sorry fah the scare, it was part auf their plan." Agent Venom and Spider-Woman stepped forward.

"MJ! Flash! You're okay?" Harry was surprised and relieved, but also a bit mad. "You guys planned this?"

"Sorry, Harry. But this test required a few twists for you to show the results of your training."

"When Spidey mentioned Ollie and his gadgetry skills, we KNEW he could provide the perfect scares for the test of courage." Venom added, tapping Steel Spider's shoulder; the Boston arachnid rubbed the back of his head.

"No wonder those mechanical arms looked fresh." Alex recalled. "Also, now I have an idea of why these tests are so prominent in Japan. That was scary!"

"I think it's fair to say you're all winners today." MJ noted. "Then again, these tests don't have a grading system."

"So? I'll give ya all a V of Victory!" Venom cheered. "Good job, everyone!" The New Warriors talked among each other with excitement.

* * *

S.H.I.E.L.D agents helped evaluating the damage caused by the teams, the teamwork decisions they made and how much progress in general they made. Frances was calling her dad, overjoyed about the test of courage.

"Still feeling you have something to prove?" Flint asked a reflective Echo.

_"I'm good, thank you."_ She smiled at him. _"No matter where I came from, I know for sure I'm among the right people."_

"Robbie!" Squirrel Girl's voice put a smile at Speedball's face, but he turned mostly to a surprise: she was coming in to a leaping hug, and as she knocked him down, his kinetic energy field bounced them up for a bit, which was a laughing riot for Gravity; to that, Robbie just replied sticking his tongue out.

"Great hacking job, Ollie. Truly knew how to use these upgrades." Spidey shook Steel Spider's hand. "I know another Spider you could get along with if you want to stay."

"I still have things to do back home, but I promise to consida in the fucha."

"Think we'll… change back to them?' Alex asked Adrian, as they pondered over their powers manifesting.

"Maybe it was only a small portion of the mutations you've been through." Man-Wolf joined the talk. "You should talk with Connors about this."

"Your powers came back on the right times, boys. I really couldn't do much..." Harry rubbed the back of his neck.

"Nonsense! That strategy was on point and the holes are there to prove it!" Man-Wolf slapped his shoulder playfully. "Nice job, Osborn." His smug grin was hilarious.

"You too, Jameson."

"One thing still doesn't make sense though; if it wasn't Zola, where he could be?" Alex reflected for a moment. Unseen to everyone, observing from a faraway spot, a figure stood watching, and holding a pendrive in its hands, as it stepped into the shadows.


	4. The SyntheSpider Saga - Part 1

"I told you I don't need help!" Ben's voice was loud and clear, as he prepared to get back to work, the sun setting outside their home. Peter followed him all the way, visibly worried about him.

"And I'm telling you to stop for a moment! Just a moment! Have you seen the SIZE of these dark rings?" He pointed out the tired eyes on his brother's face. "Also, you keep fainting from overexertion on class, it's not like you're fooling anyone!"

"I have a lot more to worry about than sleep, like the training records on certain students." Ben kept brushing him off, making Peter annoyed enough to grab his shoulder. He turned to him with an angry stare.

"Why not making yourself the priority for once?!"

A soft laugh then called their attention: Aunt May was taking care of stuff in the kitchen and stopped to watch them.

"What's so funny?" Peter and Ben asked at the same time.

"Sorry… Even though I know why, it's just so adorable how much alike you are." She said, her answer shocking them.

"_ -time freeze-_ Okay, at one hand, Aunt May have a point." Peter stated. "Ben is a clone made from my DNA and we share some similarities and powers, but, really? I don't see anything that would make me alike Mr. Sunshine here!_ -time unfreeze-_ "

"Spidey, Ben!" Agent Venom called them on the radio. "We're coming to pick you up."

"Pick us up? What happened, Venom?" Peter questioned.

"One word, buddy: Zola." Flash sounded serious, the answer surprising both the listeners.

* * *

**Episode 04 - The SyntheSpider Saga - Part 1**

* * *

As the Spider-Jet flew across the skies, Amadeus had settled a table on the cockpit for the team's reunions.

"Isn't it risky to have a reunion table here and the ship flying by itself?" Miles wondered.

"Not after K.E.R.B.E.R.O.S. was installed." He assured, whistling afterwards. A bunch of pieces started walking across the floor, assembling on the table as he explained. "The Kinetic Energy Retriever and Brig Enforcer Operational System. Or Kirby for short." As he finished explaining, a robotic coyote stood in front of the team.

"Took you long enough to invent a pet." Spider-Man teased.

"Hey! He's more than a pet. He's our new autopilot and is programmed to protect us and all our allies. Also, he's a clean good boy." Cho defended Kirby, as the coyote pounced on him after the compliment. "Aw, yeah, who's a good boy? You are! Yes, you are!" Mary Jane then cleared her throat, reminding him to explain why they were there and where were they going. After Cho pointed to the controls, Kirby nodded and marched to sit on the pilot chair.

"Agent Venom said Zola was the reason we're here." Ben recalled.

"Exactly. After the test of courage we realized, some agents were found unconscious in the woods." He pointed out, the holographic screen showing the evidence. "Apparently there was someone else watching everything we did, and whoever this person might be, it must work for H.Y.D.R.A., because it helped Zola to get off Octopus Island."

"After this happened, a couple more agents was sent to look for him in the undergrounds and disappeared." Amadeus proceeded.

"So WHY are we in the skies?" Spidey showed some confusion.

"Because of this." Cho pressed a button and a codified message in Morse Code was shown. "This radio message was tracked from Bannerman's Island, which at once doesn't make sense, considering what that island has."

"_ -time freeze-_ For you that never visited New York, Bannerman's Island is among the spookiest places to visit." Spidey explained. In a fantasy scenario, Chibi Spidey showed a map of Bannerman's Island in a slideshow. "50 miles north of NYC, there's Pollepel Island, with a castle in ruins that served as an arsenal and prison during the Civil War." An image with Captain America and Iron Man facing each other surprised him. "Oops, wrong Civil War." He quickly switched to an historical battle image, and rubbed the back of its head in embarrassment.

Back to reality, the Spider-Jet crossed the skies, reaching Pollepel Island. Finding a safe spots in the woods, it landed nearby the water.

"Kirby, stealth mode." Cho ordered, the cloaking device on the ship activating. As the Web Warriors walked out, he signalized for Kirby to stay.

"Why did we have to come here by night?" Kid Arachnid looked around, visibly nervous about that place. "I read in History class this place has driven people crazy."

"I have to listen a certain Spider so much I think I'm going crazy." Ben mentioned, clearly meaning Spidey, who answered with an angry glare.

"Miles does have a point though. If something is going on in a place that's been abandoned for decades, we should investigate." Cho added, trying to track any more signals.

"No, it's the opposite! Haven't you ever watched horror movies?" Miles scolded him.

"Yes, and they're completely fictional and absurd. Will you stop freaking out?" He replied.

"Note to self: think twice about who you invite to a scary movie sleepover." Spidey mentioned. Ben, who was leading the group, felt something reach his nose and surprised the team with his sneeze being so soft and high-pitched. Practically a cat sneeze.

"That's your sneeze?" Spider-Woman asked.

"What?"

"It's so cute." She continued.

"No, it's not!" He felt embarrassed and annoyed. Spidey held back a chuckle and Agent Venom smiled under the mask.

"You mean all that time you were a double agent and then returned to help us you had THE cutest sneeze ever?" Spidey added.

"What's your problem, punk?" Ben scolded them. "I'm not cute, alright?"

"Sorry, Ben. I'm with them on the sneeze thing." Venom admitted. Ben growled out loud and stepped on, the team chuckling at him. Miles then noticed something moving in the woods.

"Ah! What's that?" He pointed out and the others stared at the direction he pointed.

"It was maybe just the wind-" Amadeus tried explaining it, his suspicion cut short by a quick attack on his back, pushing him back. Everyone stood on their guard.

"That was NOT the wind! It's NEVER the wind!" Miles insisted. "Also, WHY didn't the Spider-Senses rang?! Are ghosts immune to Spider-Sense?"

"Can you stop shouting for a moment?" Spider-Woman demanded. "You're making Carnage agitated." She was then barely hurt by a group of spikes thrown at their direction, Scarlet defending from one of them, and picking it up.

"Wait, that's…. No. N-No, it can't be."

"What can't be?" Venom asked, then feeling something crossing his body, not like a trespassing spear, but equally hurtful. As he fell to his knees, Scarlet knelt nearby him.

"Spider-Man, don't you recognize this?" He showed him the spike. "And this?" He pointed at what just happened to his boyfriend.

"I'm not sure, we've faced lots of different bad guys." Spidey picked the spike up and then watched it melt in his hand; he shook it off quickly. "Ew, ew! Okay, NOW I see it! But it doesn't make sense, they-"

MJ finally had enough and using her spike arm, slapped the nearest invisible attacker. It felt quite hard however, as she held it afterwards, then being hardly plummeted on the ground.

"Enough already! I guess they had enough." A voice called, signalizing for the attack to stop. As the cloaking device on them was removed, the attackers were revealed to everyone's shock… the Spider-Slayers.

"Bone-Spider, Goliath-Spider a-and Ghost-Spider?!" Spidey exclaimed. "But how?!"

"Isn't it obvious? Who else has a sickly obsession with synthezoids than Zola?" Amadeus pointed out.

"Clever boy..." The mysterious chief of those Slayers walked towards the group. "But I supposed we haven't met properly though; you see, there is another member joining this "family reunion"." He finally revealed himself to the others, his red eyes staring at them threateningly.

"Morbius?!"

* * *

"Whoa, you said Morbius?" Cho asked, looking at their glaring foe. "Ock's rogue assistant? He looks more… alive than you said he was."

"Unfortunately some bad guys are like this..." Spider-Man recalled.

"We saw the Carnage Queen draining you, bat face!" Venom barged in, sounding a lot more irritated.

"Truth be told, even I believed my time had come." Morbius admitted, recalling the misfortunate events of his previous scheme. "My supposed masterpiece for H.Y.D.R.A. turned out a complete failure." Mary Jane was visibly angry as well, clenching her fists.

_"You all left me to rot."_ In flashback, Morbius explained what happened after his supposed death._ "I laid there for undetermined time, fearing for my foolish life… until I noticed i was conscient. Very weak, but conscient."_

_"As I recovered my own energy, draining the life force of the smallest creatures I could find, I made my way back to H.Y.D.R.A. Clearly I had no idea of the full extension of my powers, so I contacted a familiar foe for this mission. A foe you know as Lord Dracula."_

"Dracula?! He's real?!" Kid Arachnid cut his speech.

"Unfortunately, yes." Spidey added.

"Don't interrupt me! How annoying."

_"Even not being truly a vampire did not stop me from learning some of his tricks, and showing him some of my own. During our training period, H.Y.D.R.A. informed me of the events; like the drowning of Octopus Island and the fact that Ock helped you save the Heroes he imprisoned. Pitiful."_

_"Finally, my training was complete, and I was recruited back to take over where Ock failed at. Including the Spider-Slayer project."_

"Shortly during your little experiment, I made my way to Octopus Island. Apparently, the tinkerer you chose to frighten your students also reactivated Arnim Zola."

"Oof. I know how that feels." Cho recalled how he also brought Zola back.

"The months without him were a pain; after all, I had no knowledge on synthezoids like him or Ock, but I am a fast learner and even faster perfecter." He snapped his fingers, and the synthezoids activated their cloaking devices.

"URGH, I hate invisible bad guys!" Venom growled in anger, clenching his fists, the symbiote growling just as agitated. Spider-Woman and Carnage were equally furious. Spidey and the other didn't like the sound of that, and stepped back. As predicted, they both assumed Feral Mode and charged against Morbius, but were stopped by Goliath-Spider.

"Spider-Woman calm down! You have to be in control, you-" Spidey was saying, until she looked at him. "You're already in control, right?"

"You bet, tiger." She answered in a growly, pitched voice, shoving Goliath away and charging as the other two synthezoids attacked Venom.

"They've been training this for the past weeks! How couldn't you notice?" Scarlet scolded Spidey.

"Come on, I'm not 24/7 on the Triskelion anymore!"

"Good boys, hold'em still." Morbius said, attempting to drain their life force, though without success, for Amadeus shielded the two of them.

"You might have not met me, but I'm sure you met Patrioteer. This was a little gift from him to avoid energy stealing."

"Well, it's not like i want to be here any longer. Slayers, seize our guests out! I must return to our army at once!" The Living Vampire started flying away.

"You come back here, bat face!" Venom threatened, as he threw Bone-Spider away, him persisting on attacking him.

"Don't worry, we'll follow him!" Spidey assured, Iron Spider and Kid Arachnid agreeing. Spider-Woman plummeted Goliath to the ground, threatening him with her spikes.

"It hurts, doesn't it?" She remarked, before being trespassed by Ghost and hold her chest, giving space for her opponent to throw her towards Venom.

"I defeated you once, I can do it again, punk!" Scarlet battled Bone, his stinger against his spikes. A web was then shot at his opponent, surprising him. It couldn't have been Venom or Spider-Woman, they were occupied with the other two synthezoids.

As he looked behind, there was another silhouette in the shadows, which shot a web and dragging Bone-Spider with it, sliced him as fast as he tried getting free, the slicing marks making the synthezoid melt. Goliath and Ghost noticed it and were visibly afraid, trying to escape and leaving their opponents aside. An useless effort, as from the shadows behind them, they got sliced in the back, melting at once.

"What the-" Venom looked over to the silhouette that just saved them, Spider-Woman and Scarlet rejoining him. As they watch it get smaller, it started running away.

"Hey, wait! Come back!" Scarlet called, running after it and being followed by the two Feral Mode symbiote hosts. The figure made its way to the nearest construction, hiding in the woods with a quick turn.

"Whoa, we're already in the castle?" Venom asked. "Guess Cho didn't parked that far."

"That's not the castle, though it looks like one." MJ explained. "This place used to be Bannerman's residence, while the known castle was the military storage."

"Oh, I thought it was the other way around. Remember, C- student."

"Hush." Scarlet told them. "There it is." He pointed to the figure, looking from behind a tree, obviously afraid. The synthezoid approached it cautiously, getting down at one knee. "It's okay. We're not gonna hurt you."

"Yeah, don't worry, uh… little big guy?" Venom tried joining in, but clearly that didn't work as the figure hid back behind the tree.

"Maybe less feral?" Spider-Woman pointed out, reminding him they were still in Feral Mode. As quickly as he realized, they reverted back to usual form. "You saved us back there, and we wanted to thank you." She said soothingly, the figure peeking.

"Just let us see you. Come into the light." Scarlet extended his hand. Venom then gave him a bag of chips, to which he looked in confusion.

"I don't see a better way to establish trust." He winked at his boyfriend. It did work after all: a smaller hand reach for the bag on Scarlet's hand, and dragged it into the shadows, eating the chips with quite excitement.

"Whoa. Poor thing possibly haven't ate for days." MJ guessed, watching it eat.

"Actually..." A weak, young voice started speaking, and coughed for a moment, possibly having choked for eating so quickly. "I haven't ate all my life." He stepped towards the light: it was a boy, with long shaggy brown hair, and ripped clothing, bruises all over his body. Scarlet then recognized the uniform as something alike his own; clearly that child was a synthezoid, like the Slayers… like him.

* * *

"You're not getting away, Morbius!" Spider-Man and the others were trying to keep up with the Living Vampire. Finally, they reached the castle and saw their foe entering it through the open roof. "A vampire in a castle? How original…"

"We should split up and verify the perimeter, but be careful. The Bannerman Castle is quite a patrimony, we can't risk its destruction." Amadeus suggested

"Why? That's the easiest way to get caught!" Miles insisted on the horror movie tropes.

"Dude, enough already!" Cho demanded, the group getting to work. Spider-Man swung from tree to tree, trying to take a look from the heights.

"Okay, no signs of guards, and wait a minute, I think I see somebody- Uh-oh." Spider-Man protected himself from the incoming spikes at his direction. These were not like the one Scarlet handed to him: they had a mixture of Bone and Ghost-Spider's uniform colors in it.

"Please tell me you didn't say Uh-Oh." Kid Arachnid begged Spidey, watching things over from the cleanest corner of the woods. Until he stepped on something gooey. "Ew, EEEW!"

"Stepped on mud?" Cho asked, looking over the very woods with his robot spider legs carrying him.

"No, synthezoid goop." He explained. "Uh… FRESH synthezoid goop. COLORFUL fresh synthezoi-"

"Okay! I get it!"

"What are the colors?" Spidey asked, climbing down the tree and running to Miles' location.

"Uh, red, a bit of silver and white... oh, never mind, it's usual goop color again." Kid Arachnid watched the melted goop change colors.

"I think we're looking at pieces of Morbius's army. He's not just cloning the Slayers, he's mixing them up." Spidey said as he reached Kid Arachnid. "And considering what we saw of hybrid synthezoids in the past..."

"Frightening." Amadeus shivered.

"It's gonna get worse, I was seen!" Spidey sighed, and him and Miles were surprised by the very synthezoid he saw: a distorted hybrid of Bone-Spider and Ghost-Spider.

"Well, they're not ghosts but I might as well fight as one." Kid Arachnid, a bit more relieved and determined, activated his suit's ghost mode and attacked their opponent. Spidey was going to join him… but another bunch of spikes barely hit him from behind. These had Bone and Goliath's colors.

"Cho! We're surrounded, and need backup!" Spider-Man said as he turned around to face the hybrid staring at him. "Amadeus? Spider 2?" Cho was soon thrown against him from the woods, his spider legs were all broken.

"I might've underestimated these guys' smarts..." It was all he could said before Miles was thrown back at them, and a bunch of steps were heard: lots of hybrids stepped onward against the three Spiders.

"Still thinking it's not like horror movies, brain boy?" Miles asked.

"The horror part is real, I admit it!" Cho shivered under his armor as they got surrounded.

* * *

"I'm curious about him being so young. Just how long does it take to a synthezoid to grow?" Mary Jane questioned the boy as he walked with them through the island.

"Synthezoids aren't meant to grow… unless they have human DNA. Clearly it must be his case as well."

"No one likes me here. They said I had something they didn't, and kept staring down at me, calling me bad things and- and I-" The boy shivered, recalling his first transformation into the creature. "I was a monster… they hate me because I'm a monster."

"No! They "hate" you because they don't understand nothing!" Scarlet immediately defended him. "Look… I know how you feel: rejected, abandoned, as if no one ever will care or ever cared for you. I refuse to let another synthezoid suffer this same way I did."

"You don't… think I'm a monster?"

"I think you're a synthezoid child with a very special gift." Scarlet ruffled his hair. "A gift that saved us… that saved me." The child's smile comforted him at once. "There is a lot more on the world than pain, and I can show you."

"Uh, what?" Venom asked. "We're… taking him? Not saying it's not a good idea, but-"

"Quick, hide!" Spider-Woman asked, dragging them all to the nearest bush. they were a few steps away from the castle and a small group of synthezoids was carrying the captured Web Warriors.

"I get it already, not ghosts, but why are they not detected by Spider-Sense?" Miles asked. "It's genetics 101, Morales. Spider-Man's DNA mixed on their cellular structure." Cho patiently explained. "It identifies them as "self". And if we consider you were bitten by the same spider as him..."

"_ -time freeze-_ Just how much of my DNA did they have in stock? I'm getting pretty tired of being the reason bad guys are created. _-time unfreeze-_ Look, the agents! Oooh, and they don't look good." Spidey flinched as he saw the missing agents and a group of tourists being guarded by more synthezoids. They all looked tired, weakened; certainly that was Morbius' fault. An entrance to an underground location soon opened.

"It's official, they don't care about infringing historical patrimonies." Iron Spider said, before he was shoved down there. Soon after, Kid Arachnid was thrown and Spider-Man was the next. Down there, a familiar group of mechanical arms trapped them.

"Of course mechanical arms. Not too original, Zola." Spidey teased, and Zola's face appeared in the various screens of that secret hideout.

"And I suppose you had better ideas, Spider-Man?! Either way, you've possibly met our little army of SyntheSpiders thanks to Dr. Morbius." He pointed, the Living Vampire joining him. "This last month after I was revitalized was the most productive. We just couldn't have nosey intruders get in our way."

"So while I feed of the energy of our prisoners, we have worked non-stop on the enhancement of the army. Unfortunately, only once we were able to replicate the immunity of the rebel clone; and this was our only failure." Michael recalled.

"Rebel cl- Scarlet Spider?"

_"No matter how we tried using your DNA, the results only lasted weeks, even days. The very guards that apprehended you will cease to exist a lot faster than that. But your clone's expanding genetic, even though sharing the same templates as you, is a one of a kind synthezoid."_ Arnim reminisced. _"When finally one was successfully created… we were disappointed at once. It was born an infant. An annoying infant with a disastrous power."_

"We didn't even care about going after that abomination, for failures deserve to be forsaken. It's a pity though that we could not replicate the immunity needed… or at least it's because we didn't have that much of your DNA left." Morbius's look was threatening. "And with your little buddies here, the possibilities of improving are more than clear!" Spider-Man struggled to get off the arms' grip, until Scarlet Spider's stinger slashed the entrance open and dived down at his prisoner teammates, the boy holding firmly to him as they freed them with the impact.

"That… wasn't my best plan." Scarlet said, looking over to the boy to see if he was okay, to which he replied with a silent nod.

"I'll say." Spidey complained, standing up and helping Kid Arachnid while Iron Spider dusted off his armor. "Uh, hey, little buddy." He noticed the boy clinging to Scarlet's back like a koala.

"H-Hey?"

"You!" Morbius hissed.

"The failure!" Zola recognized the kid immediately.

"This is the failure?!" Miles pointed out.

"He's NOT a failure!" Scarlet shouted at them all. "He saved us from your real abominations! You might not see his value, but I do!"

"Uh, where are-" Amadeus Cho was going to ask about the symbiote hosts, until dripping synthezoid goop fell on his armor, and they all heard battle noises. "Never mind."

"Wait, HE saved us?!" Spider-Man was stunned. "Awesome, but… how?"

"I'm-" The boy looked down, intimidated. A mechanical charged against him and Scarlet, but the synthezoid defended from it and the kid dropped down from his back.

"How can you be defending this worthless failure?!" The Living Vampire growled.

"He's a creation of Otto Octavius! It was clear he'd be a sleazy traitor to H.Y.D.R.A. like him!" Zola glared at the synthezoid. "But since we have him here..."

"Yes, yes! More research for the SyntheSpider glory!" Michael agreed, charging against Scarlet… until the boy shoved him back with one hand. Pressing his hand to the chest, he looked up to the "failure", as he was gripping his head.

He growled in pain and anger and looked up to him, revealing a pair of red, iris-less eyes; a second pair opened in his forehead, his shape growing bigger, two more pair of arms and legs splitting from his own, fingers turning into claws, his hair disappearing in his fur and a spider mandibule appearing in his mouth, his voice turning into growls. The team, Zola and Morbius just watched in horror and shock, Amadeus and Miles practically embracing each other in fear.

"What the-" Spidey could only say that before the creature emitted a loud roar, calling the symbiote hosts' attention; by then they had already wiped the floor with all the SyntheSpider army. Michael was visibly terrified, but refused to show it, attempting to drain his energy; this was in vain, as it grabbed him by the face and plummeted him on the wall.

_" Herregud..."_ Zola said, clearly something on his mind. "Doctor Morbius! We have enough already, let them be destroyed by the thing they tried saving!"

"What?!" The Living Vampire asked in disbelief. However, when Zola's face disappeared from the screens around the room, thanks to the creature's rampage, and finally returned on his bracelet, he had no choice but to obey. "Very well..." Agent Venom and Spider-Woman were surprised by Morbius dashing in high speed out of the entrance.

"What the heck is going on down there?!" He asked, the tourists and agents afraid of what could be the answer. The creature continued the rampage, breaking more and more the screens.

"Hey, stop!" Scarlet finally ran to it. "It's over, they're gone!" The creature turned to him with a growl; tensing up, Scarlet shivered a bit… and sneezed due to the closure of the thing's breath. As it widened its two pairs of eyes at him, it started calming down. "T-They left for now, and if they return I will never let them put their hands on you again. Nobody's ever gonna hurt you again; for now on…" He removed his mask, revealing his face to him. "I'm your brother."

Finally the creature started to revert back, visibly tired; in his arms, there was him again. His hair was longer and his suit more torn than ever. Some of his bruises were also gone.

"...Is he taller?" Miles asked, breaking the shocked silence.

* * *

Back at the Spider-Jet, all tourists received food and medical care, Amadeus and the others looking over their new companion petting Kirby in awe.

"He went all Hulk, an arachnid furry Hulk, and broke EVERYTHING there!" Miles told everything excitedly. "I was scared as never before, but that was SO awesome!"

"I'm sorry… I can't control when I get angry." The boy's voice was a bit more raspy and deep.

"'Awesome' is something good! You were good, buddy. Stop apologizing." Spidey assured.

"Oh."

"He's just not used to people being nice to him… Yet." Ben looked over to him from his watching on the window, as they got farther away from Bannerman's Island.

"Well, this "gift" of his is pretty interesting. I think Connors will like to meet you." Cho said.

"Oh, wait, I just noticed I didn't asked your name." Spidey recalled.

"Kaine." Ben answered before the boy, who stared at him in surprise, the others equally surprised, but for another reason..

"How did you-"

"Just a hunch." He assured with a smile under his mask, and turned back to the window, soon being joined by the symbiote hosts.

"Not really though, right?" MJ inquired. "After all, Morbius and Zola did took over Ock's project… and they're still out there."

"You know… Maybe a part of me still wanted to save the Spider-Slayers. Murderous synthezoids or not, they were my family in a way." Ben reflected. "Trust me, I'm just as surprised."

"I'm not surprised. That's actually sweet." Flash replied.

"It's more than sweet. It's human." Mary Jane gently pat Ben's shoulder.

"I guess." Ben looked over to Kaine, as him and Miles had a cheerful conversation. "I want to give this boy the chance Spider-Man gave me. The chance to live, be happy, and find his own path… To be human."

They were then surprised by Kaine's sneeze… who was just as cat-like as Scarlet's own. He looked embarrassed at Miles, moving his hair away from his face. Everyone chuckled at that, and he joined them with a shy smile.

"Okay, I admit it… this IS cute." Scarlet said, the Spider-Jet flying over the ocean.

_To be continued..._


	5. The SyntheSpider Saga - Part 2

During a somewhat peaceful afternoon at New York, an excited boy ran across the streets, his recently cut long hair tied back in a ponytail.

"Wow! Look at that! And that!" He exclaimed, looking at the children playing at the sidewalks and a dog dragging its owner as it ran. "It's so awesome!"

"Kaine, wait for us!" Aunt May called him, Peter, Ben and Flash along with her. "The city's all around you, you don't need to run!"

"_ -time freeze- _ Yeah, this happy guy here is Kaine. Not the creepy distorted Kaine from the time we met the Spider-Slayers, but one that Morbius and Zola made after taking over Ock's project." Peter explained. "It's been only a few days since we destroyed their operation on Pollepel, but Scarlet chose to save him. He's acting like a big brother to him, showing him all the things to do in New York, but just between you and me, seeing him so positive is a bit… unusual. _ -time unfreeze- _"

"Aunt May's right, kid. We have the whole day to enjoy all of this together." Ben had the biggest smile, as he ruffled Kaine's ponytailed hair and looked at the others.

"-_ time freeze _ \- See what I mean? That's so… NOT Ben. - _ time unfreeze _-"

"What's that?" Kaine pointed at a direction.

"That's a hot dog cart." Flash explained. Soon, Kaine was having a hot dog, eating it with a big smile.

"Awesome!" He exclaimed. "And that?" He pointed at another direction.

"Ice cream cart." Ben explained; like previously, Kaine was soon enjoying some chocolate ice cream, though he quickly gripped his head.

"And that's brain freeze." Aunt May sighed with a smile, while Ben and Flash laughed softly.

'Awesome..." Kaine repeated, still shivering.

"He really like this word now." Amadeus said, taking K.E.R.B.E.R.O.S. for a walk, holding a dog leash.

"Of course you're taking it for a walk." Peter muttered.

"You're just jealous because I can at least keep a pet."

"Does it count when you literally MADE your pet?"

"Virtual pets?"

"I give in." Peter sighed, before his Spider-Sense rang; a plummeting attack almost caught him. Grizzly was out to cause trouble again, and the Web Warriors were forced to the next alley to a quick change of clothes.

Just as the man in bear armour grabbed a nearby vehicle and frightened a bunch of civilians, Agent Venom surprised him with a missile and the Web Warriors showed up. Aunt May guided Kaine to safety, joining the crowd cheering nearby.

"Yo, Grizz! Try respecting the parking privileges, you don't own the streets!"

"I will soon enough, goop boy!" He gloated, showing him an Oscorp mutagenic animal DNA container.

"Wait, how did you-" Spider-Man recognized it immediately, and knew what was going to happen. As Grizzly injected the liquid in his arm, he quickly transformed into a mutate grizzly bear, breaking the armour he wore and roaring savagely.

"Uh, anyone getting déjà vu or is it just me?" Venom stepped back joining the team.

"Different animal, but I know what's coming..." Spidey hesitated.

* * *

**The SyntheSpider Saga - Part 2**

* * *

The mutated Grizzly rampaged across the streets, destroying not just cars, but the pavement of the sidewalks and the walls.

"Really, how did he get that vial? I thought all of Ock's mutagenic DNA was gone after the OsCorp building was destroyed!" Iron Spider also wanted to understand how that was possible, as the Web Warriors chased their foe.

"And the good doctor is still arrested under 24/7 vigilance, so it can't be him!" Spider-Man recalled.

"It has to be Zola or Morbius!" Scarlet suggested. "Those two took over his research, remember?"

"And he did use well the time everyone thought he was gone training with Dracula. Maybe he hypnotized someone in the maintenance group to get things for H.Y.D.R.A.?" Kid Arachnid theorized. "It wouldn't explain Grizzly's involvement in this though-"

"This is all just speculation. I vote to stop this bear and then find his reasons!" Agent Venom decided.

"We got to get him cornered and use the electric webs to stun him!" Iron Spider looked around. With a whistle, Kirby ran after them, jumping over the Web Warriors and headbutting Grizzly in the back. As the robot coyote attracted the mutate to a nearby alley, Aunt May approached the scene with Kaine.

"I know Peter wouldn't approve me so close to danger, but I can't truly help it. I'm his aunt." She muttered with herself. Kaine meanwhile looked scared and felt his head hurt. As she looked back at him, noticing his groans and his silhouette growing.

"Nice job, Kirby! Now's our chance!" Spider-Man complimented, as the robot coyote returned to Iron Spider's side after dodging Grizzly's attack in the alley. The crowd's panic then called their attention away. "What the-"

"Another mutate?" Kid Arachnid asked.

"No. And please, it better not be what I'm thinking." Scarlet stated, grabbing Venom by the arm and running to the chaos' direction.

"Dude, don't leave us here!" Spider-Man scolded. Iron Spider started shooting the electric webs in Grizzly's direction. As Kid joined him on this action, Kirby called Spider-Man's attention back on the job with a fast nudge.

Scarlet's prediction was right: Kaine had just turned into the SyntheSpider again and was rampaging as hard as Grizzly. Aunt May followed Agent Venom to safety while Scarlet rushed to immobilize his brother.

"Kaine, calm down! We got that bear cornered, you don't have to be scared!"

The SyntheSpider then reached for its back and Scarlet noticed the discomfort in his stare; climbing up his brother's monstrous form, he pulled out his stinger at last.

"This should do well until S.H.I.E.L.D. arrives." Spidey said, as he helped the rest of the Web Warriors carry the unconscious mutate Grizzly out of the alley. "Now, we should really go after-" There was when he noticed the SyntheSpider returning to normal and a tired Kaine breathing in and out on Scarlet's chest.

"Okay, now I'm sure he looked older back then." Kid Arachnid pointed out: Kaine did look a bit older, in a teenager form with his previously groomed, tied back hair all messy again and the clothes he was wearing with rips as bigger as his previous suit.

"He couldn't have just freaked out because of Grizzly, he saw us battle before." Iron Spider recalled, and Kirby pointed out as a pointer dog the destroyed tracker on Scarlet's stinger.

"Someone planted this on him and caused him just the right amount of pain to make him turn." He explained, then looked at Aunt May. "When you were back there with that crowd, did you met anyone unusual?"

"No, but I guess someone stumbled over the both of us." She recalled.

"And I have a hunch who was it. Or at least who it was working for."

* * *

Meanwhile at a H.Y.D.R.A. Laboratory, Morbius analyzed the compositions of the mutagenic stolen from OsCorp. A new trio of Slayers stayed by his side, bringing the vials he needed. The called strange person entered the room and bowed to Arnim Zola's face: it was a synthezoid.

"Our distraction worked. But that is not a surprise. The mutate shall keep them occupied for a while… as much as our little failure."

"I would say it's impressive, but I'm used to your technologic supremacy."

"You think you insult me, but that, doctor, is but a compliment." Zola proclaimed. "Even if they do remove the tracker our spy planted on him, it made contact with him already. All it takes is the right push in the wrong direction." The Swiss computer program showed him a screen, showing a signal.

"Whatever." Morbius said as he licked a new vial, then noticing it very slippery; the Bone-Spider synthezoid's hand was melting and so was him. "Be careful, you mindless fool! These vials were not recovered just for you to ruin them!" Zola ignored him and watched the tracking signal.

* * *

In the Triskelion med bay, Kaine was laying down to be analyzed, Aunt May watching everything with the team. The mutated Grizzly was stuck in a reinforced pod, trying to slam his way out of there, being watched by S.H.I.E.L.D. guards.

"I can't believe I missed this whole thing." Mary Jane was also there, visibly upset she wasn't called to help.

"You had a full schedule today, to be fair." Miles added, trying to comfort her.

_ "It pains me that these mutations are still possible and that awful research still exists after the building collapsed." _ Norman Osborn was talking with the team via holographic message. _ "We also should have considered that Morbius was still alive and would get hold of them somehow." _

"He surprised us all in this last statement." Spider-Man agreed. "So he used the animal DNA vials as well to try improving the army of SyntheSpiders Zola and him are created… and Kaine was the first one of those "lucky ones"."

"You mean there's something WRONG with me?!" Kaine freaked out.

"NOT wrong! You just… need the help you can get here." Ben tried calming him down.

"Ben, it's no use." Curt sighed, tapping his shoulder. "I have to tell him." He showed them the exams' results. "Kaine's metabolism is defective. The unstable mixture of the spider DNA vial acts like a strength enhancer everytime Kaine morphs into the SyntheSpider, but afterwards his body has to create more cells. This combination keeps his immunity, but causes him to age more and more every time he returns to normal."

"You mean next time he changes he'll be-" Peter didn't like the sound of that.

"Adult, then growing older and older until unavoidable melting." Cho sighed.

"No, no! This can't happen! Please tell me you have a way to fix this!" Ben was worried about his brother's condition.

"We'll do our best, but the most important now is keep Kaine out of any situations revolving danger, even partially. Triggering the SyntheSpider will only accelerate things." Connors decided. Peter and Ben looked at each other, and Norman Osborn observed everything.

* * *

"Okay, I get the part I have to help May "babysit" him while you try coming up with a cure..." Miles was talking with Amadeus in his radio comm, having taken Aunt May and Kaine to Conservatory Garden by Ben's orders. "I just don't get it how those SyntheSpiders back on Pollepel were immune to Spider-Sense!"

"You're still pondering about this?!" Cho was surprised, but not that much. "Well, to be fair, I was as well, but then I settled with Curt to theorize…"

"Miles, look!" Kaine called his attention. "So many flowers!"

"Yeah, this place has a lot. Just don't pick up any."

"But I want to pick one for Aunt May."

"Okay, guess we'll talk about it later." Cho realized Miles would be busy for a while.

"Don't worry, pal… just take in the calm atmosphere. Also, I promise we'll go to a flower shop and pick something really pretty." He assured, after turning off the comm.

"Yes, something we could replant in our garden back home. It might be just as beautiful as the flowers here." May joined into the idea, pointing at one particular blooming garden… that was soon trampled by a man in a kangaroo suit. "What the-"

"Alright, ma'am, give me yah money 'n this pretchoo necklace of yours!" He grabbed Aunt May by the wrist, to which she replied with a quick twist and a punch in the helmet.

"Wow!" Kaine was seeing everything, as Aunt May held her hand. "Awesome, Aunt May."

"Still need some practice though."

"Fine, guess we'll do it the bloody 'ahrd way!" Kangaroo threatened, picking up a vial from his pocket, but getting it taken away by Kid Arachnid's webs before he could even drink or inject the content.

"I take you and Grizzly are on this mutation game together, huh?"

"Ya spidah brat! I'm gonnah stomp ya liyyke the bloody bug ya ahre!" He pounced against him while Aunt May and Kaine stepped back. The boy however then felt a familiar discomfort and held the back of his neck.

"Sorry, jumping mate, but this is not to be used by anyone!" Kid Arachnid determined, webbing the vial up in a tree and dodging the crushing jumps of the Kangaroo. "And if you didn't heard, this is a place for quietude!"

Something then gripped Kangaroo's armor tail: a pair of hands with amazingly strong claws. It was Kaine, whose eyes were turning red, for Kid Arachnid and Aunt May's shock. The boy soon was spinning the criminal around, launching him against the fountain statue.

"Kaine, stop!" She called out to him, seeing him starting to grow in shape.

"Agh! Wat the bloody heck ah ya?!" Kangaroo was freaking out hard as he kept clawing his armor.

"He's my brother, punk!" Scarlet Spider's firm voice was heard as he took hold of the boy in his arms. He then gave Miles a serious glare; to that, Aunt May showed worrying.

"Why, isn't this just melodic?" Morbius snickered, observing them stepping away on his hideout. "All unraveling according to plan..."

* * *

"Okay, Norman's cure was altered enough to heal Grizzly's mutated state. The question is if that might work with Kaine…" Connors observed the results of their research as Grizzly recover consciousness in the cage, back to his human form. Kangaroo was also held back by S.H.I.E.L.D. agents.

"Good timing too, Scarlet's giving Miles one heck of a scolding."

"You just couldn't keep him from getting into trouble, could you?" Scarlet scolded Kid Arachnid, while Kaine was deep breathing, calming down with Connors' support on the med bay.

"It's not my fault, I swear! He just started to flinch in pain after I disarmed Kangaroo and then-"

"Haven't you heard Connors? Turning will kill him!"

"What about that person he almost killed himself?!" Peter called his attention. "So what he it was a criminal?! His powers aren't just unstable, they're dangerous!"

"He didn't meant to, he's just a kid!" Scarlet defended him. "Another reason why we can't just let him roam unsupervised, and Miles clearly wasn't fit for this!"

"He didn't trigger that, he said it so!"

"I'm not saying he triggered that! I'm saying he should've paid more attention!' Peter and Ben's argument was starting to boil very hard, Miles gulping and stepping back to run back to the med bay. "Kaine can't be exposed like that before we find a way to cure him!"

"And how are YOU sure we can do it?! We might be walking to a dead end and risking the Academy and New York while waiting for the unavoidable to happen!"

"...unavoidable?!" Scarlet clenched his fists. "You're letting him die?!"

"That is not what I said!"

"Well, it sounds exactly like that! I am NOT giving up on him!"

"You just think you have EVERYTHING under control, don't you?!" Peter's face was red with anger. "You think you're the one who has to solve everything and leave the others' opinions out of it!"

"What?! I- wha- You don't know a thing about how this situation is important to me!"

"You are an angry clone of me, with stubborn level up to 11, who refuses to listen to the reasoning that his brother can pull out a Hulk and destroy the Academy! What is there to GET?!"

"Well, I didn't ASKED for your opinion!"

"AND I DIDN'T ASKED TO BE CLONED!"

It was enough; Peter and Ben charged against each other with angry stares, and as they reached out for punching… both their faces were hit, Scarlet's stinger hitting Peter's face along with it, and them stepping back. Peter groaned, holding his face, and the rip in his mask visible. Visible enough for Scarlet to realize what just happened and gasp, covering his mouth.

"STOP! Both of you, stop!" Aunt May ran towards them, getting in the middle. "You're brothers! You shouldn't fight this way with each other!"

Peter, still gripping his face, looked over to both of them; Ben looked down at his retracted stinger and after frowning and shivering, turned around and ran away.

"Ben!" May called to him; Peter also made his way out, thwipping a web to the nearest window on the hall. "Peter!" Aunt May kept looking to each direction they took, not knowing who to follow, or what to do.

* * *

"They did WHAT?!" Mary Jane was shocked to hear what just happened.

"I couldn't stop them in time..." Aunt May was worried sick. "I had no idea they were so mad at each other… I should've known."

"Oh, no… they fought. And it's all my fault..." Kaine feared.

"No, it's not. T-They were already, kind of, on a fight." Miles tried calming him down. "Really, I could just feel the tension."

"I never actually asked what was happening. I just... thought they would sort things out, because they're so close now."

"It's not your fault, Aunt May." Flash said.

"Isn't it though?" She sighed.

Peter was sitting in the Triskelion's rooftop, his mask by his side with the visible rip Scarlet gave it. Spider-Woman climbed up to meet him there.

"Hey..." No answer from him. "Tiger, just… just let me-" As he sniffled, he looked towards her: his face had now a scar like Ben's, but pointing to the left. This gave Mary Jane an idea of how things went.

At the training room, Scarlet just punched and ripped apart a L.M.D., growling out loud, venting out his frustration and anger. Agent Venom just walked in, watching him do it until his angry growling was replaced by shivering breathing and silent sobbing. With this, Flash unmasked and knelt close to Ben, tapping his shoulder lightly and offering his own shoulder for him to lie on.

"I did it again, Eugene. I hurt him." Ben finally said, removing his mask.

* * *

"I didn't meant to! I-I was so angry and he wasn't listening to me like always!" Peter poured his heart out. "Just why he feels he needs to do so much!?"

* * *

"Don't you get it? It's never enough! It never will be enough..." Ben picked up the head of the L.M.D. he destroyed. "After everything he still believed in me, and I thought I could repay this kindness by being… kind with someone else."

* * *

"I wasn't bothered with him being nice to Kaine, that was great, really!" Spidey looked at his ripped mask. "I just… felt so useless. I know it's gonna sound selfish, but..."

* * *

"I just thought: 'What would HE do?' And I went on with this mindset, sure this would be the best for Kaine, and that Peter would be proud..."

* * *

"I should be proud of him for being so mature and taking things on his own hands, but I… Wasn't." Peter sighed. "What is wrong with me?"

* * *

"I ruined everything again. As I always do." Ben laid down in the wall.

"Okay, I know Peter for a long time. As far as I know, he's always been the kind that puts others before himself." Flash said.

* * *

"That is one of your best qualities, tiger, but I guess you started to depend on this like a role you need to take." MJ theorized. "As both Peter Parker and Spider-Man."

* * *

"He never steps down when he notices someone needs help, even if this person won't admit it. Maybe he should've stepped down when you said you were doing fine, but… you really weren't, were you?"

* * *

"I don't know Scarlet so well, but the way he kept supporting Kaine reminded me of you." MJ mused.

"Aunt May did said we're alike long before this mess..." Peter sighed.

* * *

"But it wasn't her fault!" Ben barged in. "She didn't meant to insult us-"

"You think that's an insult?" Flash asked at once.

* * *

"Well, uh-" This was a wakeup call for both Peter and Ben.

* * *

"You didn't thought it through, did you?" MJ concluded. "When she said it?"

"No..." Peter confessed. "I was angry at Ben at that moment and didn't really considered the other way around."

* * *

"I'm sure this wasn't an insult. She'd never do this." Ben concluded.

"And you'd never hurt him on purpose, would you?" Flash stood up and extended his hand to him.

* * *

"If Ben is truly anything like you, I'm sure he wouldn't, and more than sure he's feeling just as sad." MJ and Peter were standing up. "He might not be exactly like you..."

* * *

"But he is still your brother." Agent Venom put his mask on again. "And it's not this petty fight or a scar in his face that's gonna ruin this, right?"

* * *

"I'm more than sure we can find a way to fix this, but I know you're the only ones who can fix THIS." MJ placed her hand on Spidey's chest.

* * *

"...You're right." Spidey and Scarlet agreed. The alarms then rang across the halls, calling both sides' attention.

* * *

Ben and Flash made their way back to the med bay, being shocked by the visible destruction left across the hallways: marks of battle and claws, and the alert button was pressed by one of Miles' webs, Kid Arachnid, Iron Spider and Dr. Connors trapped in lots of webbings.

"What the- What happened here, Connors?! Where's Kaine?!" Scarlet asked as he freed them all and Venom helped them down.

"Kaine did this to us… but I don't think it was to hurt. He knew he was turning so he ran away." Curt explained.

"We failed again to codify a cure to his metabolism and started interrogating Grizzly and Kangaroo on their relation to what's going on now. And I might have said something about this being impossible..." Cho said, before being punched in the arm by Kid Arachnid.

"MIGHT?! It was exactly what you said!" Miles exclaimed. "And after they said Morbius was paying them to distract us and were offered a place in a new Sinister Six, Kaine got all worried and panicking, and he just… started to growl and grow."

"Oh, no, no, no." Scarlet mumbled, Agent Venom tapping his shoulder.

"Okay, he couldn't have got too far, right? There's not much shadows in here, so he can't hide like in the island." He tired soothing his boyfriend and think of a plan to find their missing comrade.

"Guys! The SyntheSpider, he's-" Spider-Man called in the transmitter, before being seemingly pushed against a wall. "The hangar, quick!"

"Keep an eye on them!" Connors asked the guards who were standing up again. Kangaroo and Grizzly were visibly shaken. "It's not like they want to get out anyway."

Mary Jane was already helping Peter up when they arrived, and there was a giant hole on the nearest wall.

"We were going to meet you guys, but then we found Kaine turning and followed him here!" She explained. "He looked in pain. Unbearable pain."

"No, no! He's out there now! What if we really can't save him?!" Scarlet was now vocally showing his freak out.

"We can! And we will!" Agent Venom held his arm with this firm statement, then slid his hand down to Ben's hand. "I promise." Spider-Man wanted to join in, but hesitated for the obvious reason.

"So do I. We're bringing him home." Aunt May tapped Ben's shoulder.

"Aunt May, it's dangerous, you've seen it-" Spider-Man stated.

"No. Not this time." Aunt May decided. "Kaine is part of my family too. I will not just stay put while an innocent child is suffering so hard, and even if those two monsters are out there, I am going."

"... I was kinda hoping you'd say that someday." Amadeus admitted. "Connors?" He looked over to him, and he sighed with a smile, pressing a button. A secret locker opened in the wall, showing up a backpack armour, like Iron Spider's, but colored blue and gray. "We were saving this for Mary Jane, in case she loses Carnage for some reason."

"No comments." Spider-Woman stated, feeling a bit offended; Aunt May picked up the backpack and it started to form her suit. She was soon wearing some form of Spider-Armour, a bit similar with Peter's own suit, yet different in colors, painted grayish blue.

"Oh, my… This is amazing, Amadeus! And so comfortable." She said, admiring her new look.

"Fitting since you are an honorary Web Warrior yourself. Powers or not, you've always been there for everyone." Cho pointed out. "It should give you not only protection, but also enhance your reflexes, plus digital Spider-Sense."

"And that's not all I helped Cho prepare." Connors stated, pressing another button and shedding some light into the newly-built 3 Spider-Cycles. "Since his free time is so scarce now, I took hold of some previous projects of his."

"Oh my gosh, that's uber-cool!" Agent Venom's eyes were as huge as his smile; however, as he turned to see the worried Scarlet being comforted by Kid Arachnid, he looked over to MJ and Aunt May. "So, um, Spider-Woman, you should go with Kid, Spidey and Spider Ma'am to look on the streets with these babies."

"Spider Ma'am?" May asked him.

"Bad name?"

"No, really. It's good."

"Then, let's get moving." Spider-Man decided. Even with the hole, the hangar opened up for the teams to leave: Spider-Woman and Spider-Man drove the Spider-Cycles, Kid Arachnid and Spider-Ma'am riding with them while scarlet, Venom and Iron Spider took to the skies with the Spider-Jet. "We're gonna find Kaine and take him home, for no spider gets left behind, ever."

_ To be continued..._


	6. The SyntheSpider Saga - Part 3

_"-time freeze-_ Quick recap, we're kinda in a hurry: you remember Morbius, right? Ock's assistant that went batty, literally?" Peter recalled the events in both flashback and fantasy scenario form. "So, he rescued Zola from Octopus Island and took over Ock's synthezoid research and also managed to recover his mutagenic DNA research too, making lots of clones and hybrids, as well as a clone of my clone Scarlet Spider. After seemingly foiling their plan, he took this clone home with us, and named him Kaine. He IS a sweet kid, but he transforms into a monster SyntheSpider when he gets overly stressed. I was worried about people getting hurt and jealous of Ben being so firmly in charge of this whole thing… and we hurt each other."

Spider-Man watched things around the streets from high up in his Spider-Cycle, Kid Arachnid holding firmly to him.

"Well, good news is that apparently Kaine hasn't shown up so far. Bad news… Kaine hasn't shown up so far." Miles said, noticing Spidey's unusual silence. "Sorry, trying to break the ice."

"No, Miles, it's not you. My head's just so full now: we gotta find the SyntheSpider and get him back to the med bay, and watch out for Morbius and Zola anywhere, and I still have to make up with Ben… for everything." His musing was cut by Spider Ma'am nearly hitting them with her Spider-Cycle.

"Sorry, Peter! I never drove one of these in my life, especially when your road is a web!"

_"-time freeze-_ Also, this is kind of Aunt May's first official mission. I don't really want her to put herself in danger, but 1: She's capable of taking care of things, and 2: She once hit Absorbing Man to try helping me. In short, Aunt May rules, and might rule even more as Spider Ma'am._ -time unfreeze- "_

Meanwhile in the skies, the Spider-Jet flew over Manhattan, not losing track of the team's locations.

"Keep it steady, Kirby." Cho asked, tapping the panel. Scarlet Spider stared at everything from the windows.

"I really hope we can find him. I can't fail him again." He muttered, Agent Venom listening.

"You didn't fail Kaine. Or you're talking about Spidey?"

"Doesn't matter. I wasn't doing a good job being a brother. Kaine's out there, risking others and himself, and Peter and I-"

"Ben, calm down." Venom grabbed his shoulders. "No one said having a family was easy; there are always bumps along the way, and you got to be willing to face them."

"Venom's right. And about Peter… You already did something you thought to be unforgivable and he forgave you, right?" Amadeus joined in, the statement getting him a glare from Venom. "Okay, that's not helpful. The point is if he stood by you when you came back, he'd never abandon you. Peter never abandons anyone he cares about, even if he gets hurt along the way."

"I guess..." Scarlet sighed, and then gently tapped Cho in the shoulder. "Thanks, Cho." This surprised Amadeus: not always Scarlet said thanks to HIM. However, their moment was cut short by the sudden movement of the Spider-Jet… something had just pounced into the ship's outside wall and was denting it.

"Uh, Spider-Man..." Amadeus was already calling Spidey on his comm.

"I know, Cho. I'm seeing it… and I can't believe it!" Spidey, Kid Arachnid. Spider-Woman and Spider Ma'am were looking over to the streets. Melting-looking, deformed, Spider-Slayer-like synthezoids were attacking the street they were running across in their Spider-Cycles.

* * *

**The SyntheSpider Saga - Part 3**

* * *

The civilians ran from the melting creatures that attacked them. Spider-Man threw a web in the face of one of the leading ones.

"Hey, slime face! Come and face me!" He called its attention, luring it and a few more away from the people. With a diving maneuver, Spider Ma'am dived with the Spider-Cycle from the web it stood from and accelerated, Kid Arachnid and Spider-Woman pouncing against their enemies.

"Okay, that's by far the most disgusting things I've faced." MJ commented, noticing the goop from the enemy she was attacking with her spike whip splashing over her uniform and leaving visible footprints on the streets.

"Resistant or not, they're still not stable like the ones we've seen before. I have a feeling this is only the first wave." Kid Arachnid reflected as he electrocuted the synthezoid he was fighting against, which retreated for a minute before charging against him.

"First wave?" Spidey asked, dodging the attacks of his opponent.

"You know in a tower defense game when there are waves of enemies attacking and they get stronger?"

"It's a good comparison, but we can't protect the Triskelion from here." Agent Venom commented, as he helped Scarlet and Iron Spider to expel their uninvited guests from the Spider-Jet.

"No, wait, it's the other way around, Venom!" Cho understood the metaphoric idea. "These guys aren't the enemies attacking, they're the army guarding the tower!"

"And if we find this 'tower', we find the source of these things?!" Scarlet asked, both annoyed by the synthezoids' persistence and rationalizing the plan.

"And with luck, Kaine as well." Spider-Man understood. "Sounds like a plan to me, but how will we know where to start digging?" Just as he finished saying it, Aunt May knocked over the synthezoid he was fighting against with her Spider-Cycle, Miles and MJ luring their opponents to the same location. The synthezoids were thrown over by the impact of the vehicle, launching hard on the nearest surface, and leaving behind nothing but their goopy trail, in which the Spider-Cycle started sliding; gladly, with a precise drift, Spider Ma'am made a successful stop.

"How's that for a good drive?" She commented, winking at her nephew who just replied with a close-eyed wide smile under his mask.

"Attention, two groups in two different directions! And one right here with us!" Amadeus guaranteed, helping Scarlet and Venom as Kirby sat in the control cabin, his eyes started glowing as he made the ship do a flip, the Web Warriors holding to the closest surface and the synthezoids sliding and falling off the Spider-Jet and into the city, turning into huge puddles of dripping goo.

"You taught him to do this, right?" Scarlet asked Iron Spider.

"We'll split up to cover more ground." Spider-Woman decided, taking a ride with Spider Ma'am while Kid and Spidey took the other way.

"I'm not even gonna say it..." Miles sighed out loud.

Meanwhile, in the heights of NYC, in a camouflaged ship, Morbius observed afar the next wave of synthezoids ready to attack.

"They may try resisting, but with our new source of power, our victory is guaranteed." He boasted with an evil smirk.

"Once more, don't underestimate them, Morbius. The Web Warriors are few, but they've proven to be a threat to our plans." Zola repeated, before turning to their "guest inside the ship. "Comfortable? I hope not."

Kaine was strapped to what looked like an operation bed. He looked more like an adult, his hair grown big and a five o'clock shadow on his jaw. His muscles looked as firm as his brother's, but he couldn't make himself move out of there. "I must admit we took you and your power for granted, boy. But now you are where you truly belong."

"Y-you… You did that. You made me do that..." Kaine struggled to say, while he felt the sting of Zola's shocks.

"And whose fault is it in the end? You should have never left us, SyntheSpider. What made you think those Web Warriors, especially Scarlet Spider, would be able to help you?"

"I-I..."

"You are but a monster. One with a power that is in better hands now. You installed fear on your "family". And fear ALWAYS wins." Morbius added on the speakerphone, landing on top of the ship where they were. "They'd never take you back after that… but we are not them. You are being so useful to us now."

Kaine wished he could speak, but he couldn't make himself pronounce another word, both by heartbreak and weakness. All that escaped from him was a silent sob.

* * *

"I'm seeing our group of gooey adversaries! Should I electrify things for them?" Kid Arachnid suggested, in front of them, a duo of synthezoids frightening some civilians.

"I'll make the voltage higher, but first..." Spidey decided, switching to his electric webbing while Miles leaped in front of the people the freaks were attacking. "Everyone get back to your homes or to the nearest hideout!" He warned the civilians, while fighting the other synthezoid. As soon as they collapsed into each other, their mass mixing and forming a single hybrid, the electrical attacks charged it to explode.

Aunt May and MJ drove in high speed not too far from there, seeing a three-headed-synthezoid, either a mixed hybrid or a very messy single one emerging from the sewers.

"Oh, no, you don't!" Spider Ma'am decided, picking up the manhole cover and launching it like a huge frisbee towards one of the heads of the things. Spider-Woman then used her spike arms to whip out and slash the creature's goop off.

"Nice throw."

"Yeah, though it definitely was heavier than a frisbee." Spider Ma'am admitted, then seeing a gooey hand emerge from the open sewer, reaching for Spider-Woman's leg. As she stepped away, it then reached for the puddle that the torn-apart creature was leaving as it melted. "Shouldn't we feel these creatures coming?"

"Yeah, Spider-Sense proof bad guys are the worst." Spider-Woman sighed, then looking up to the growing creature in front of them: the synthezoids were merging and growing into one.

Back to the Spider-Jet, Scarlet was outside the Spider-Jet fighting off the incoming invaders.

"Okay, really, how these things can fly up here?!" Venom asked out loud rushing to help Scarlet.

"Leaping ability, web shooting, possible regeneration, too many theories for which we have no time!" Iron Spider insisted, and nodded to Kirby; a signal for the robot coyote to activate the weapon. Immediately, the jet's front spider legs stretched and displayed the sound weapons, the frequency aimed at the incoming synthezoids.

"It's working, kid… but maybe too much." Scarlet informed. Venom was covering his head with his arms, being equally affected by the frequency. As the Venom symbiote started to hiss and roar, one of the synthezoids tackled him off the jet's surface. "Eugene, no!" Scarlet didn't thought twice and leaped towards the falling hero with the irritated symbiote, to Iron Spider's shock.

"Scarlet!"

Soon enough, Scarlet reached the fight in the sky and stabbed the deformed synthezoid, being helped by Venom's tentacles shoving it away. Quickly, he made a parachute with his webbing, using his bolo-web technique, holding firmly to Venom as he calmed down.

"I'm fine… I'm okay." Agent Venom panted, as Scarlet looked at him with relief and a bit endearment… until Flash realized what had happened. "Did you leaped from a jet for me?"

"Don't make me drop you." He said with a firm glare.

"Heh, fair enough." Venom said, looking down for a moment afterwards and seeing the girls and the giant synthezoid in front of them. "Although..."

"Look up there!" Spider-Woman noticed something coming on their direction, as her and Spider Ma'am were grabbed by the giant. Agent Venom had just sent a missile in the synthezoid's direction, exploding it.

"Wow, nice landing." Spider-Woman complimented Spider Ma'am.

"Yoga classes, dear." She explained as the other two Web Warriors landed safely.

* * *

"The underground route..." Scarlet understood, as he guided the team through the tunnels. "It'd explain them popping up in such random locations. And there might be more down here."

"What about Amadeus?"

"If he gets that distraction of his working properly, he'll blast his next guests and the freaks in the streets away." Venom bitterly recalled the effect the sound frequency had on its symbiote. Spider-Man and Scarlet were just looking around, apparently avoiding eye contact, but without anger on their faces.

"So, we stopped the first wave, and by now the police and Code Blue is arriving to help secure the remaining civilians. Good." Kid Arachnid broke the silence. "But where exactly is the tower?"

"Don't worry, Miles, I'm studying the city's streets map and triangulating the synthezoids' former positions right now." Amadeus informed him and the others, sending his analysis to Spider-Man's watch. "The highest concentration, including the two groups you defeated, all point to Flushing hosting the 'tower'."

"So if you're right, since we didn't find anything here yet, there might be a wave of synthezoids waiting for us once we arrive at-" Spider-Woman theorized before Scarlet's arm stood in front of her. "Oh." She was right: many deformed synthezoids were marching through the tunnels, finding the way to the subways. "Is it scarier or more impressive the quantity of their army?"

"Maybe they recycle their goop for more?" Miles suggested.

"Ew. Nevermind."

"They're too many, and look a lot more resistant… We can't beat them all right here." Agent Venom commented.

"We don't have to yet." Spider-Man decided, climbing up the walls. "Any chance you can make us invisible to their eyes, Miles?"

"Cho told me this extension was a beta, but it's worth a shot." Kid Arachnid nodded, taking Spider-Man's hand. As the Web Warriors crawled over the walls, not letting go of each other's arms or hands, protected by Miles's camouflage, they went the opposite direction of the synthezoid horde, crawling up to the surface through the nearest manhole cover.

"Okay, the surface is clear for now." Spidey determined as he helped the others up, once more avoiding stares with Scarlet.

"Oh, my- Look at this place!" Spider Ma'am watched the destruction across Flushing. "I hope at least the people are safe somewhere."

"Or they're all taking ringside seats..." Scarlet glanced over to the nearest location they should head to so they could look for the people… Citi Field.

"Although it's technically baseball season." Agent Venom remarked, getting stares from all the team, some glares and others confused. As they made their way there, the sound of a ship landing was picked up by them.

"Come in, come in, Spiders… come and watch the rebirth of the SyntheSpider Army!" Arnim Zola's face immediately appeared on the Citi Field screen, clearly aware that the Web Warriors were just outside the stadium. Crowds of people were held hostage by the synthezoid army, unable to get out. In the center of the stadium, the ship stood, with Kaine tied down, his energy being used to charge up the synthezoid assemble machine.

* * *

"This is horrible..." Spider Ma'am commented as they finally arrived into the stadium. "Torturing a poor child like this... and forcing the people to watch it!"

"They don't care if he's a child or not, inside or outside. All Kaine is for them is a device to make their army!" Scarlet was infuriated, glaring at the prideful Morbius, standing at the center of the stadium like some kind of main attraction.

"Behold, citizens of New York! Watch in awe as the SyntheSpider glory spreads across your beloved city! Even those the intruders tried to spare will soon succumb to our army!" The batty doctor announced with a wide smile.

"He might not be a Dracula, but he sure knows how to show off." Miles commented.

"I guess it's far more… his posture and megalomania have shifted since Ock turned him into a mutant." Spider-Woman analyzed. "I think he's losing his mind."

"And he's gonna lose his teeth soon." Agent Venom was determined to get Morbius with his own hands.

"Everybody calm down. We need to get the people away from here and destroy that ship." Spider-Man decided. "Where is Cho with that distraction?!"

"I'm afraid we provided a bigger delay to him, Spider-Man. For him and any possible backup you might expect." Morbius looked over to the still camouflaged Web Warriors. "You can fool the Spider-Sense of the army, but you cannot fool my echolocation..."

"I had just announced their presence, Morbius. We both knew they'd come." Zola barged in. Kaine lifted his head weakly, his vision blurry from exhaustion.

"Even so, I stand proudly where Octavius failed! Now with the SyntheSpider on our side, we'll eliminate these pests once and for all!" Morbius decided, covering himself with his wings and morphing to his bat form, screeching loud for the army to attack.

Almost immediately, the army leaped away from the civilians and charged against the Web Warriors, now uncamouflaged and ready to battle. Spider-Man and Scarlet charged after Kaine, Spider-Woman whipping the incoming threats with her spike arms, Agent Venom charged against Morbius without any second thoughts and Spider Ma'am and Kid Arachnid climbed up to the seats to free the people from witnessing that "spectacle".

"Hope you all have somewhere safe enough to be for now." Miles commented as the crowd was making their way out once their hands and feet were unglued by the synthezoid goop mixed with webbing. "Things will get ugly."

"Everyone, to the Rotunda!" Spider Ma'am decided, helping a little girl who tripped to get up and carrying her to her mother in the nearest crowd. Miles followed her without questioning.

"Kaine..." Scarlet looked at the tired aspect of his brother. "No, no... what have they done to you?"

"Don't worry, we'll get you out of here as fast as we can!" Spider-Man assured him.

"N-no… I can't go… I'm… I'm a monster. I made you hate each other." Kaine lamented, his voice cracking.

"Is that what you think?!" Spidey's eyes widened.

"That's not true! Right?" Scarlet looked back at him.

"No! I never hated you, Ben!" It was Ben's time to get wide-eyed. As Kaine hissed, more synthezoid clones were created by the fabrication machine, and Scarlet and Peter were back to back ready to fight them.

"Kaine, you have to understand: sometimes, families fight! And fight bad!" Spidey explained during the battle. "But if we really hated each other, or hated you, why would we be here to save you?!"

"He's right! I should've explained this instead of pretending everything was under control and there weren't any problems! Being a big brother is harder than I assumed, but I am not quitting on that!" Scarlet said, destroying his side of synthezoids. "And I am not quitting on you!" As they both finished destroying the synthezoids away, Venom was thrown at their direction by Morbius and luckily they dodged while sheltering their freed brother.

"I don't mean to interrupt, but maybe solve this later?" He stated, as he morphed to Feral mode, both Spiders nodding.

"None of us are quitting on you, Kaine. Not Scarlet, not me, not anyone. You deserve to be happy and have a family." Spidey assured him, looking over to Ben who nodded. Kaine then gripped his chest and knelt: he still looked adult, but had more grayish hair and small wrinkles.

"You think freeing him makes a difference? We caught enough of his energy and genetic templates to keep producing synthezoids!" Zola announced from the stadium screen, before it was destroyed by Venom clashing against it, with Morbius in his firm grip.

Spider-Woman had just gone feral as well, dismantling all the synthezoids that charged against her. Soon, Kid Arachnid and Spider Ma'am returned to help, shooting electrical webs at incoming opponents the machine produced.

"I-it hurts..." Kaine laid on Scarlet's shoulder. "B-Ben, it hurts..."

"It won't take long, Kaine! I've pretty much lost my patience with Zola!" Spider-Man decided, ripping the machine to shreds with his own hands, and not minding the goop falling in his uniform. As Venom and Morbius's battle reached the floor, the bat mutant glanced at Spidey, and screeched loudly at Agent Venom, disturbing the symbiote enough time to morph back into humanoid form and charge at him… and fail, thanks to the Spider-Sense.

"You made your synthezoids Spider-Sense proof, but forgot about mine?!" Spidey both teased and observed. "Guess your memory's gone batty too." Morbius hissed at him with his eyes wide as never and his hair messy.

"Your blood is mine!" He growled animalistically, shocking Spider-Man as he charged again… until Scarlet leaped on his back, getting his arm bitten in his place and being thrown away into the field. Kaine, who was laying into the ship's structure, even with his blurry vision, recognized his brother was injured… and he would not take it anymore.

Gripping his fists, he threw his hands to the air with a loud growl, not fighting back as he transformed again into the SyntheSpider, to everyone's surprise. Across the city, the synthezoids that were destroying everything on the surface and the ones in the underground, even melting on their way, started marching to the stadium. The Spider-Jet, who was just flying over Citi Field, still covered with the persisting synthezoids, soon had them all leaving, Cho looking over and sighing in relief.

"What the..." Venom, who had returned to normal and was about to help Scarlet up, saw the armies returning. "The synthezoids… they're coming here now?!"

"Kaine..." Scarlet thought for a moment. "If he was cloned from me, he must have a control or a connection with these clones like I had with the Slayers…"

"But how did he-" Spider-Man was both stunned and amazed, before noticing Morbius trying to get away, but stopping him with a web and being aided by Spider-Woman's spike arm.

"Let me go now! This fool might as well doomed his so-called brother!" He then looked up to the army landing and regrouping, but not stopping in front of Kaine. Rather, they were clashing against him one by one, being absorbed back; the synthezoid looked like he was returning to his adult human form.

The armies attacking the city were returning at large groups and high speed, practically climbing their way to meet their "leader", one by one clashing against Kaine, becoming too much to absorb. His synthezoid mass started to grow, arms and legs' muscles engorging and his face disappearing among the gigantic mess.

Taking the cue, Morbius slashed the web and MJ's symbiote arm away and took to the skies, ignoring the noise the mass was making: Kaine's distorted voice was groaning and whining. Ben was stunned, watching it happen with his eyes wide in shock.

"I'm here, I'm here! What did I-" Amadeus and Kirby were entering Citi Field together, and the boy was caught off guard by the horrific sentient mass. Spider Ma'am helped the others up and they hurried up to where Cho was standing. Peter also was stepping back to meet them.

"Oh, man, this is just like that japanese movie I watched!" Miles commented.

"Dude, no spoilers!" Cho looked over to him.

"Ben! Scarlet! Get out of there!" Peter called over to Ben, but the synthezoid remained in place, too shocked to move, and a tear streaming from his eyes. "Ben!" He repeated, and was about to go after him, when Flash pushed him aside and ran to Scarlet, sheltering him with his symbiote as the mass came in their direction. "NOOO!"

Inside the mass, inside a cocoon-like shelter, Flash held to Ben, the synthezoid finally reacting with shivering breath.

"Ben. Benny, I'm here..." Flash gently pulled out Ben's mask.

"...I failed. I failed, Eugene... I couldn't save him."

"It's not your fault! Morbius and Zola did that to him, you were trying to save him! We all were..." Flash looked straight into his eyes, but he had to accept what looked like the truth. "But we couldn't. So… I guess I failed too." He gave him a short smile, but looked about to cry too. As they embraced, accepting their fate, the symbiote started to open the cocoon…

Ben and Flash were then ejected out of the mass, landing nearby the wall of the team's entrance hideout.

"Ben! Flash!" Peter hurried to them. "What happened there?!"

"The symbiote… it-" Even still in tears, Ben processed what just happened.

"VENOM!" Flash looked back to the mass; it then started to back down, retracting to the stadium center, but not diminishing its stature. The symbiote then extended itself, covering the synthezoid mass and trapping it into a gigantic dome. The noises it emitted diminished, and the reactions on the dome were disappearing, until it expanded, the dome falling into gooey pieces all over the stadium.

The mass was dispersed by the Venom symbiote, pieces of synthezoid goop all over along with the black goo. It was Flash's turn to fall to his knees in shock.

"Oh, my gosh..." Mary Jane finally said, the others joining Peter, Ben and Flash.

"The symbiote… It saved us. It saved the city." Spider-Man stood up, concluding what just happened. Flash picked up a piece of the black goo, and held it in his hands, tearing up in silence for a minute. However, as it started moving, he followed it down to the field, where a few more pieces were reassembling, the Venom symbiote restructuring itself, growling with apparent dizziness. The blonde rushed to embrace him, not minding it slipping around his arms.

"Please don't do this again." He begged as it bonded to him again, merging into the warm hug. "I can't lose you anymore..." Ben was happy Venom was okay… but still felt sad over losing-

The sound of a crying child then was heard by everyone. Spider Ma'am's hand touched Scarlet's shoulder and pointed out to the center of the field, to where they headed to, the others looking over in curiosity.

There lied a child. A three-year-old child with short hair, which was brown with some blonde details; apparently he was naked, all covered in goop. Aunt May unsuited and took off her overcoat, handing it to Ben so he could pick up the child in his arms.

"Sshh… It's over." He soothed the child, who opened its eyes, now with cyan irises. "Nobody will ever hurt you again. We'll all take care of you, and you'll live a good life... Kaine." He finished that promise with a warm hug, tearing up again, this time with a relieved smile. The tiny, rejuvenated Kaine then relaxed in his arms with a smile of his own.

"All is good and all, but I have to ask… WHAT THE HECK HAPPENED?!" Amadeus asked out loud, not understanding what he just missed.

* * *

Back to the med bay, Connors executed a checkup on Kaine, who was now wearing a hospital robe. The others observed everything and waited for the new diagnosis.

"Well, I'm glad to say that Kaine will be okay." He showed them the analysis. "There is a small piece of the symbiote in his body, and it managed to fix his metabolism, separating his immunity and aging from the cellular defect and providing more human DNA for his structure. It is now in a hibernation state, which might need some close studying… but only when Kaine starts getting older. And be sure that he'll grow up and age as normal as any human."

"Thank goodness." Ben sighed softly, his arm bandaged. Luckily, he had no signs of vampirism in his own diagnosis.

"Flash's DNA, obviously. It would explain his new look." MJ looked over to the child, as it tried reaching for Dr. Connors's folded coat arm. As it unfolded, he moved his arms away quickly, and Curt turned to him with a confused look, followed by a friendly smile.

"I swear, someday the world's gonna run out of logic-defying stuff that surprises me." Amadeus commented with Miles.

"I think it was way more than "surprise"." Kid Arachnid teased, repeating the tone and gestures of Amadeus' shock reaction to Kaine.

"Knock it off!" As the two started poking and laughing at each other, Peter carefully approached Ben. It was time.

"Ben-"

"I was terrified, Peter." The synthezoid cut him before he could start. "I was so afraid I'd never see you again… So sure I've failed him, and failed you."

"Fail me?! Never!" Peter grasped his shoulders.

"But I… I hurt you!"

"Because I hurt you! I know now more than anything you wouldn't do that unless you were pushed to… And I pushed you, I'm sorry. All I wanted back there was to take care, protect you, and then I felt jealous and useless because you were taking care of everything on your own…"

"You're not useless! I should've heard you so many times, o-or at least accept your help, but I was too busy trying to be better: a better teacher, a better teammate-"

"You ARE better, Ben. You don't have to prove me or anyone anything! You don't have to be me! I want you to be you. And when you were, things did work." He pointed at Kaine. "Not all the time, but in the end, it paid off."

"Peter…"

"You are good enough the way you are, Ben Reilly. And this here? I'll live with it, if it means you understand." He pointed to his own scar. "At least it's one thing that makes us more alike." Ben then pulled him close, hugging him tight.

"I'm so glad I'm your clone… and your brother."

Flash gave the widest smile and MJ nodded as the Parker Bros finally reconciled; to that, Aunt May let out a silent sigh of relief. Ben then turned to his boyfriend and gave him a smile so warm that made his smile wider and his face red. No words were needed to get how grateful Ben was. Then both took notice of Kaine holding his hands up towards them.

"Okay, little bro. You are getting a hug too!" Peter assured, rushing towards the toddler with excitement, and lifting him in his arms. "We're all gonna take care of you, Kaine, and it's gonna be-" His happy speech was cut once that his hands touched his face; Peter shouted in shock and sudden pain, feeling something in his face burning. As Ben rushed to pick Kaine up, Peter covered his face for a moment. "Does it look bad?"

"Uh, tiger..." Mary Jane touched his shoulder and pointed to the nearest reflective surface; Peter gasped as he saw that his face was clean: the scar was gone and there were no burns despite what he felt. As he took the moment to process, he fell down on the floor, to everyone's shock.

"That's it. I'm done! No more synthezoid problems for today!" Peter complained out loud. "_-time freeze-_ Fade out, please!"


	7. Cycle of the Spider

Peter looked over to the picture of him, Aunt May and Uncle Ben and then to the new Web Warriors picture beside it: this one included MJ, Aunt May and Kaine. The tiniest was smiling, looking from behind Ben's leg, wearing all blue; his shirt, shorts and shoes.

"Things have been calm since the past weeks, huh?" Aunt May commented.

"This calm is all bad, we have the New Avengers taking care of major threats across town, and maybe they'll find the missing Avengers soon enough. Now, I really hope Ben gets back soon because his boyfriend can't take on his duties forever."

"I heard that. And don't worry; I will get back after the weekend. For now, I think we should take this time to help Kaine socialize outside."

"_-time freeze-_ That's his way of saying "We're taking Kaine to the park and have fun this afternoon. Jokes aside, after the recent problems we had, it's so good to have a new family member. Kaine will now grow and learn with us, and after being two weeks in our house without leaving-"

"Who are you talking to? _-time unfreeze-_" Scarlet's voice cut him short.

"Huh? You saw it?"

"Saw what?"

"Oh, congratulations, Kaine. You cleaned everything on your own." Aunt May clapped slowly, seeing the child picking up his toys. "Now, what do you think of going outside with your brothers?"

"We going out?" Kaine let go of a block, eyes glowing.

"I have to see things at F.E.A.S.T., so I'll be back later to make dinner. But believe me: you're gonna love Central Park. It'll be an adventure."

"Adventure… Adventure with Ben? Wi-with Ben and Petey?" Kaine phrased with excitement, Ben picking up the basket Aunt May left on the table.

"_-time freeze-_ Basically, it'll be a Parker Bros day. Patent pending."

"You're doing that again, what is-" Ben cut his again, then noticing it was being observed. "HUH?! Where did you come from?_ -time unfreeze-_" They stood a bit in silence, looking at each other. "We better not comment on this with anyone yet."

"Noted. Parker Bros secret." Peter winked at him, and they turned to the chuckling Kaine.

* * *

**Episode 07 - Cycle of the Spider**

* * *

Kaine ran in front of Ben and Peter as they approached the Robert Bendheim Playground, laughing.

"Have fun, Kaine! We're not far if you need us!" Peter called out, as Ben and him sat down in a bench. "Look at how happy he is."

"He is, huh? There's a whole new world for him to explore and learn from." Ben watched his little brother play a bit with the sand, then starting to form a small pile. Kids were running around, laughing. "It's better than keeping him locked home like a caged animal, without any knowledge of the outside."

"Uh, I guess." Peter noticed a hint of bitterness, even if smaller than usual. "What's eating you?"

"Sorry. It's the same as always… though it's a lot easier to reflect about it." Ben leaned back on the bench. "Thanks to your support, everyone's in fact, and therapy with Coulson. I still feel the stings, but it's not an unbearable pain anymore."

"You do look a lot better." Peter assured, looking back at Kaine building his small pile, then digging out something he found. "I'm really happy you're taking this brother responsibility to heart."

"I just don't want for Kaine what happened to me. Any of it." He replied, then thinking back. "Except, you know, the parts when you guys were supportive and caring and everything else..." Peter held back a chuckle, while Ben looked back at his little brother digging in the sand.

* * *

_Scarlet Spider looked over from the ventilation duct. Squirrel Girl's furry friends were around her and sounded worried. Well, they did have their friend attacked by Kaine..._

_And there she was in the medical bay, wrapped over her tail and Spidey nearby talking with the others, Agent Venom nodding._

_Seizing the distraction, he quietly made his way to her, climbing down and putting a bag of chips nearby. Both Monkey Joe and Mister Lieberman watched him do it, and he stepped back as he met their gaze. It didn't look angry or anything, but he didn't felt like taking any chances._

_No use: the rest of her pals were watching him, and he felt tense. What was going on?_

_"Uh, Spidey?" Agent Venom tapped his shoulder, interrupting his speech. All those squirrels were huddled around Scarlet, and he just sat still, not sure of what to do._

_"Well, look who made some friends!" Spider-Man complimented._

_"I'm not- Uh, no, I- S-shut it." He couldn't make himself say anything; he felt overwhelmed by the cuteness around him._

_"Hey..." Squirrel Girl gazed down at him, eyes still tired, but with a more sympathetic smile. "Thanks." She patted his head and he felt his face get red under his mask. The others snickered at that._

* * *

"Thank you." A boy around Kaine's age was patting his head, after he dug out something in the sand: a small toy car and returned it to him.

"Yes, that's right. Now why don't you two play along? I'll be right there." The boy's mother said, sitting nearby Peter and Ben.

"Wow, less than an hour playing and he already made a friend." Peter commented, Ben's stare seemingly distant.

"Huh? Oh, yeah, that's good." Ben admitted, looking back at his little brother. "I'm glad." Peter knew better: his brother was clearly "in the zone", reminiscing something that happened in the past. "So, you and Aunt May already-"

"Not yet. She understands my worrying about Kaine's powers manifesting again any day, still we do need to find a daycare. Him having more powers doesn't mean he should just live at home, not learning anything." Now the bitterness source made sense: he possibly had a small discussion with Aunt May about that, and reluctantly agreed. They both knew it was pointless, because she knew better than them, in many cases.

"I'd suggest the S.H.I.E.L.D. one, but I'm pretty sure he'd be scared of the Coulson-bots." Peter recalled, shivering afterwards. "We all like Coulson, but that is no place for a child." Ben snorted at that remark and looked back at his little brother and his new friend.

* * *

_Cloak and Dagger were taking a break after a training session. Scarlet had sneaked into the room, and watched from afar, trying the best he could to avoid visual contact. However, as he looked back quickly at them… he noticed Dagger was looking at her partner with a certain endearment in her eyes. And he was SMILING at her._

_He quickly turned away from that scene, feeling his face turning red. He didn't feel worthy of even witnessing such a display of genuine affection. However, it didn't take long for Dagger to notice him._

_"Want to join us? We're trying to better our timing everytime." She asked without more hesitation._

_"I really shouldn't get between you lovebirds." He rebuffed, still looking to the side._

_"I insist. It can be good for us all, being ready for anyone who tries destroying us." She replied, then realizing this could come off wrong. "Uh, wait, I meant that..."_

_"We have been in your position before." Cloak finally said. "We deceived Spider-Man's trust before, even though he helped us in the past. It was our general belief to never trust anyone."_

_"Even so, Spider-Man saw our potential and helped us independent of our trust in him. And after Taskmaster showed us who he really was, it was more than clear we has picked the wrong side. Even so, Spidey extended a hand in more than alliance… in friendship."_

_"He is… far too good." Scarlet commented. "But the world isn't. It's a cold, unfair place, that makes us build the smallest amount of comfort only to take it away."_

_"Even so, isn't it better to face it together than on your own?" Dagger asked, touching Scarlet's shoulder. He eventually gave in: it was a fair point, and he did want to punch out some L.M.D.s._

* * *

"Alright, buddy. Let's wash these hands before eating." Ben guided Kaine to the nearest water fountain, while Peter settled their picnic spot on East Meadow. During it, he noticed Miles with his counterpart, mother and father.

"Hey! Having a family day too?" He called out.

"Celebrating another week living together, since Dad has a day off." Miles explained.

"Smile, everybody!" Counterpart Miles said, the family gathering in front of the cell phone camera. Ben tilted his head to the side, looking at the happy family as his brother gave Kaine a small sandwich.

"So, you're all living together in the same apartment? Quite a sitcom situation..." Peter pondered a fantasy scenario, placing the Morales family together on a couch with a title card reading "Meet the Morales". Ben snorted, shaking his head.

"Okay, that was a good one."

"I'm not even shocked you saw it anymore." Peter sighed with a smile. Kaine giggled, even though he didn't get what was going on. He just found his big brother Peter funny.

"Hey, Kaine. Wanna take a picture?" Counterpart Miles asked. The toddler looked back to Ben, who smiled back and nodded to the boy to take the picture.

* * *

_White Tiger was verifying the pictures she was given. She was appointed as the Academy yearbook organizer and needed to place the best photos on the book. Those images were so flooded with memories that even Ava could get lost in recalling the events._

_She then realized that Scarlet was in front of the room's door, looking at a picture himself: the one he took with the Web Warriors for Aunt May's birthday gift._

_"That's a nice picture." She said, after tilting her head to take a glimpse._

_"So what?" Scarlet quickly turned away from her stare._

_"So I think it's a good picture. Is that wrong?"_

_"No, I guess… but I really don't want to talk."_

_"Are you sure of that? Because I remember how I used to behave this same way... " White Tiger insisted. "Always wanting to deal with everything on my own, even though I was part of a team. Missions, battles, feelings..." Scarlet furrowed his eyes. "I reached the edge of this behavior when I faced the man that killed my father... Even though I was sure Spidey didn't know me that well, he made clear that I could be better than what Kraven deemed I could be. And he was right. I"ll never forgive the Hunter… but I might be ready to forgi-"_

_By then she realized Scarlet had already left the room, and would be on his way to the next hallway if not for Iron Fist bumping into him._

_"Oh, sorry, Scarlet. I was just going to see if Ava needed help with-" Danny was explaining as he noticed the photo that fell on the floor. He was about to pick it up, before Scarlet pushed him away and picked it up. "Uh, you could just tell me you would do it."_

_"Whatever."_

_"... It must mean a lot to you." He concluded, even before taking a look at it. "I see… you know you hurt them all, and your heart is filled with regret and shame. But keeping it all in is not the answer."_

_"I. Have. Talked. About. It."_

_"I'm not saying the opposite, it's just that these things are truly hard to deal with and it's better to keep-"_

_"Will you shut it already? It's not worth trying to "open my heart" because I don't have one to begin with! I wasn't worthy of this socializing attempt and if Spider-Man is insisting on this through his friends, it's because he's a crybaby idiot punk who believes in everyone!" Scarlet lashed out at him. As he turned away, Danny processed the words and clenched his fists._

_"That's not how things are! Spider-Man didn't tell me to do anything! Scarlet, wait!"_

* * *

"Kaine, wait up!" Ben called. "You still have crumbs in your face!"

"I wanna play!" Kaine said as he ran back to the sandbox.

"Oh, boy..." Peter rolled his eyes as he was putting the plates and the picnic blanket back in the basket. Finally Ben reached and picked Kaine up, rubbing a napkin in his struggling face.

"You can play in a minute, just let me clean up." He asked, the child pouting all the way. After he was finally allowed to play, Kaine looked around to find his new friend.

"Come on, sweetie, time to go." The mother and the boy were leaving the playground. Kaine noticed his new friend waving at him, and waved back, sitting by himself afterwards with a small pout. Ben sighed silently and gently ruffled his little brother's hair, as he picked the nearest twig and started drawing lines in the sand, still pouting.

"Sorry your little buddy left, Kaine." Counterpart Miles approached them. "You were having lots of fun, right?" The child nodded.

"We can have fun too! Why don't we build a sandcastle?" Miles added, and Kaine turned his head to them. Ben looked down at him, waiting for an answer. The boy then gave them the twig and looked for another one; he made some shapes on the sand and showed them.

"Is that… a dog?" Counterpart Miles guessed, Kaine shook his head. "A horse?" Ben then stepped back from the game they started playing and joined Peter again, sure that his little brother was in good hands.

* * *

_Outside the Triskelion, Scarlet looked into the horizon, sitting by his own. His quiet moment was halted by the person emerging from the very sand he was sitting in._

_"Forget it already. No matter how much Spider-Man believes me and convinces his peers to be nice with me, I KNOW what I did and everyone should just… Just leave me alone."_

_"...I haven't seen Spidey today." Sandman said after a short silence._

_"Why would I even-" He looked up to him, cutting his lashing out short as soon as he saw not just him, but also the very place they were in. "...nevermind." Flint shook his head with a short smile, and sat down too._

_"I do understand, you know? The thing with Ock, betrayals, feeling lost… Even if you deny it, the truth is still there. And it weights hard on you, even when you're just sand." He admitted, Scarlet looking over to him. "And trust me, you might spend many times in your life carrying this weight and feeling bad about it… but not ALL the time. This, of course, it's your choice."_

_"...I don't think I even HAVE a choice." The synthezoid admitted, holding to small silences. "Everyone knows what I am now… and maybe the human genetic helped me. But it won't save me forever..." Sandman turned his head to him. "Maybe it won't even save me anymore these next months. so-"_

_"So what's the point?" He finally said, cutting Scarlet's trail of thought. "This is actually a very human thing to worry about. The unavoidable truth IS very upsetting… that we're all gonna die." The synthezoid remained silent. "Even before I knew it wouldn't be my case due to my powers, when I first got them, I was sure it was over… but the hurt of this reality is also present, because I might..." He then stopped for a moment, looking at Scarlet, then sighing. "Someday everyone might die, and I'll still be here. Alone. My friends, my daughter, everyone will be gone someday., and yet I'll still live on."_

_"Sandman..." Scarlet felt a pang of guilt; though he hated the thought of dying so soon, outliving everyone he cared about did sound as painful. "You have a daughter?"_

_"Her name is Keemia. Might be 6 years old by now. I don't blame her mom for not letting us meet yet. She might not even know or care if William Baker is still alive." Flint admitted his real name, Scarlet just in awe at how in peace he seemed. "Anyway, I am not fit to judge anyone, but I believe that it's best to live better every time you can, mortal or immortal. Even with things you believe no one will forgive you for, holding to them will only make these deemed few months hurt more for you. It makes us want to stop trying… makes you passive, unhappy, lonely. And this is no way to go out. To ANYONE, being who's going away or who you'd want to stay with you until the end."_

_"...I guess." No rebuffs. Scarlet KNEW this was a valid point, and knew there was someone he wanted to see… no, to make amends with, before the possible end. "So, William Baker?"_

_"Yeah, yeah, changed my name the first time I went to prison, way before the powers."_

_"...Ben Reilly. Named after someone very important to Spider-Man." Scarlet admitted, just enjoying the quietude of the night with Flint._

* * *

That afternoon was ending fast as the sun set. Kaine and the two Miles had stopped playing their drawing game and were running around the playground. Ben checked his phone, seeing a message from Flash: "Finished everything 4 today, got invited to dinner by Aunt May. C ya there S2".

"Sappy punk..." The synthezoid chuckled, looking at the dorky smile on the photo he sent, then noticing Peter's sly look. "What? He IS sappy!"

"And he's coming over soon. We better get home anyway, it's almost dinner time." He added, waving at Miles. His counterpart then noticed Kaine extending his arms to him, his eyes looking a bit tired.

"You want uppie? Okay." He picked up the child gently, then laid him in his chest… though Kaine's small frown was visible. After both of them joined the Parker Bros, Ben picked up Kaine and leaned him on his chest, his frown changing to a smile.

"Heh. Guess his brother's is better." Miles commented, his counterpart pouting, and their parents chuckling about it. After walking out of Central Park, the Morales-Davis and Parker family went their separate ways for the day.

"Hey, Aunt May. We're on our way home. Kaine enjoyed his adventure." Peter talked on the phone, while Ben saw the sunset. His brother by then had stopped walking and joined him in seeing that view. "So, what's on your mind now?"

"Not much… just being glad to be alive another day."

"You and me both, Ben. You and me both." Peter tapped his shoulder gently as they made their way home.

* * *

_The cold weather was clearly unbearable, but Scarlet just stayed put, watching the Parkers' house from the other side of the street. His chest still felt heavy as a rock from his past deeds, and especially from involving such a sweet, caring and wise person as Aunt May among that horror. Someone that treated him like a son as much as she treated Peter..._

_Aunt May and Spidey soon arrived from F.E.A.S.T., talking a lot about the recent events._

_"Okay, Quentin looks really happy about working with us. And I'm glad you enrolled his daughter on S.H.I.E.L.D. Academy."_

_"With plenty of training and the right guidance, I know Frances will be the best of students." Peter assured, then noticing the synthezoid sitting across the street. He clearly tried avoiding looking at their direction, mostly at Aunt May._

_"Aren't you cold out here?" She called him._

_"...I'll be fine. The house is safe." He replied, audible enough but still avoiding visual contact. "Mission accomplished, I guess."_

_Peter sighed and was about to go talk with him, but May stopped him: this was something SHE had to take care of. Without another word, Peter entered their house. Aunt May stepped carefully, not really out of fear, but because of the slippery street._

_"You can come in if you want. I would be glad to-"_

_"You don't have to pretend to be nice to me." Scarlet's voice struggled to not crack as he interrupted her. "I know what I did was unforgivable. ALL of it."_

_"...I NEVER pretend to be nice. And I... I already forgave you, Ben." She reached for his shoulder, but he moved away quickly. Even so, she persisted and her touch just... broke Ben. His breath started to sound shaky, yet he kept avoiding her eyes, looking down. Then, as she did when she gave his name, she gently took off his mask. Tears were streaming like crazy, and his eyes were visibly exhausted. Apparently he's been crying alone for a long time._

_"How? How CAN you forgive me?!" He finally said. "I don't get how you can stand being with me after everything I did! Can't you see I don't deserve this?! I... I'm a liar. I'm a monster..." It was Aunt May's turn to cut his chat short with a firm hug._

_"No... you're not. And even if you were, you still would deserve love. You still saved us and the city. You helped Peter defeat your supposed brothers, and is working hard to get everyone's trust back." She continued. "I didn't forget what you did then, but I also know what you're doing now. It's hard to forgive, but it's not impossible, Ben. And I'm sure you want to be forgiven and to forgive yourself." Ben didn't even try to fight back; with her, it was useless... and he also didn't want to._

_"...I do. But what if it doesn't ever happen?"_

_"It takes the time it needs. But it WILL happen, trust me. Peter also had a rough time forgiving himself and others for many things. And if you're his clone, I'm also sure that's in you. Forgiveness is complicated, and self-forgiveness is harder, but it's not impossible." Finally Ben took her hand and stood up, and saw Peter watching from the window with a smile. "Now, let's get you off this cold."_

_Both of them were getting back into the house, when Ben looked up. It started to snow again. He reached for a snowflake with an amazed and curious face, and then rejoined Aunt May, getting into the house._

* * *

_*BG music: Joe Wong - In The Morning*_

As Ben opened the door, Kaine laid sleeping in his arms, Peter waving at Aunt May as she was walking away from the kitchen, wiping her hands. Still holding his little brother gently, Ben sat down on the couch, relaxing and looking over to the ceiling and then to the fireplace.

_Peter ran down the stairs to answer the door, and was surprised: Ben was panting, apparently having run all the way to their house. Quickly, he was taken into the house and sat down at the nearest chair, where Aunt May also joined the conversation. As he spoke, Peter and May's expressions were both of surprise and happy relief, and Ben, obviously, was fighting back his tears of joy, even when they wrapped their arms around him in a group hug._

Still laying back on the couch, Ben's smile was visible, Kaine still asleep. Peter then picked the child up and told Ben something, tapping his shoulder gently. The synthezoid then watched Peter go upstairs, following him shortly after.

_Inside the Triskelion's hangar, the graduates of S.H.I.E.L.D. Academy were cheering and talking with each other in a circle, for the apparent last time, though it for sure wouldn't be the case. Aunt May was with them, hearing Peter obviously talking more than the others; yet with reason considering the events before they all could graduate._

_Scarlet observed them for a short distance, before Squirrel Girl and May scooched over, showing him a space to join them on that friendly circle. Even though hesitant, Scarlet joined them and was met with some smiles, but more with understanding and receptive stares from the graduates. This made him smile under the mask, for Spider-Man's delight, and the conversation proceeded._

Ben placed Kaine down in his bed, and ruffled his hair gently, the child smiling as it got comfortable, holding to Ben's jacket. It was peculiar his attachment to it like a blanket, but the synthezoid didn't mind. He then got a notification on his phone: Miles had sent the picture of him and Kaine.

As he walked down the stairs, he made it his cellphone's screensaver and helped greeting Flash and also Venom in its adorable cat form.

_Spider-Man and Scarlet Spider were maskless, looking over the peaceful sight of New York together from the Triskelion's roof. Ben looked calm and happy, which also made Peter happy: after all, now they were brothers, and he could always count on him._


End file.
